UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2021~~MARCH 31, 2022

☐ 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 ~~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 ~~July 23, 2021,~~April 22, 2022, was ~~65,959,499~~65,573,074 shares.

Table of Contents

AptarGroup, Inc.

Form 10-Q

Quarter Ended ~~June 30, 2021~~March 31, 2022

INDEX


Part I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Statements of Income – Three ~~and Six~~Months Ended ~~June~~March 3 01 , ~~2021~~202 2 and ~~2020~~202 1	1

	Condensed Consolidated Statements of Comprehensive Income – Three ~~and Six~~ Months Ended ~~June 30~~March 3 1 , ~~2021~~202 2 and ~~2020~~202 1	2

	Condensed Consolidated Balance Sheets – ~~June 30~~March 31 , ~~2021~~202 2 and December 31, ~~2020~~202 1	3

	Condensed Consolidated Statements of Changes in Equity – Three ~~and Six~~Months Ended ~~June 30~~March 3 1 , ~~2021~~202 2 and ~~2020~~202 1	5

	Condensed Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June 30~~March 3 1 , ~~2021~~202 2 and ~~2020~~202 1	76

	Notes to Condensed Consolidated Financial Statements	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3227

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4939

Item 4.	Controls and Procedures	4939

Part II.	OTHER INFORMATION

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5040

Item 6.	Exhibits	5141

	Signature	5242

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 June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021

Net Sales	Net Sales	$	811,032	$	699,305	$	1,587,786	$	1,420,858	Net Sales	$	844,932	$	776,754
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)	523,050		441,702		1,011,755		892,958		Cost of sales (exclusive of depreciation and amortization shown below)	542,728		488,705
Selling, research & development and administrative	Selling, research & development and administrative	140,913		123,365		275,261		249,557		Selling, research & development and administrative	145,541		134,348
Depreciation and amortization	Depreciation and amortization	57,790		56,429		115,228		107,235		Depreciation and amortization	58,665		57,438
Restructuring initiatives	Restructuring initiatives	4,876		7,331		8,548		12,170		Restructuring initiatives	291		3,672
Total Operating Expenses	Total Operating Expenses	726,629		628,827		1,410,792		1,261,920		Total Operating Expenses	747,225		684,163
Operating Income	Operating Income	84,403		70,478		176,994		158,938		Operating Income	97,707		92,591

Other Income (Expense):
Other (Expense) Income:										Other (Expense) Income:
Interest expense	Interest expense	(7,175)		(8,734)		(14,590)		(17,122)		Interest expense	(8,930)		(7,415)
Interest income	Interest income	624		175		1,005		350		Interest income	288		381
Net investment (loss) gain	Net investment (loss) gain	(1,611)		0		15,198		0		Net investment (loss) gain	(1,250)		16,809
Equity in results of affiliates	Equity in results of affiliates	81		(328)		(434)		(1,127)		Equity in results of affiliates	(86)		(515)
Miscellaneous, net	Miscellaneous, net	(2,028)		(923)		(2,991)		(2,335)		Miscellaneous, net	(1,103)		(963)
Total Other Expense		(10,109)		(9,810)		(1,812)		(20,234)
Total Other (Expense) Income										Total Other (Expense) Income	(11,081)		8,297

Income before Income Taxes	Income before Income Taxes	74,294		60,668		175,182		138,704		Income before Income Taxes	86,626		100,888

Provision for Income Taxes	Provision for Income Taxes	19,020		18,808		35,969		41,594		Provision for Income Taxes	24,255		16,949

Net Income	Net Income	$	55,274	$	41,860	$	139,213	$	97,110	Net Income	$	62,371	$	83,939

Net Loss (Income) Attributable to Noncontrolling Interests		$	2	$	(21)	$	15	$	(18)
Net Loss Attributable to Noncontrolling Interests										Net Loss Attributable to Noncontrolling Interests	$	52	$	13

Net Income Attributable to AptarGroup, Inc.	Net Income Attributable to AptarGroup, Inc.	$	55,276	$	41,839	$	139,228	$	97,092	Net Income Attributable to AptarGroup, Inc.	$	62,423	$	83,952

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	$	0.84	$	0.65	$	2.12	$	1.51	Basic	$	0.95	$	1.29
Diluted	Diluted	$	0.81	$	0.63	$	2.05	$	1.47	Diluted	$	0.93	$	1.24

Average Number of Shares Outstanding:	Average Number of Shares Outstanding:									Average Number of Shares Outstanding:
Basic	Basic	65,818		64,262		65,525		64,135		Basic	65,543		65,229
Diluted	Diluted	68,086		66,384		67,869		66,246		Diluted	67,146		67,648

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

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 June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021

Net Income	Net Income	$	55,274	$	41,860	$	139,213	$	97,110	Net Income	$	62,371	$	83,939
Other Comprehensive Income (Loss):	Other Comprehensive Income (Loss):									Other Comprehensive Income (Loss):
Foreign currency translation adjustments	Foreign currency translation adjustments	21,109		19,096		(27,373)		(23,133)		Foreign currency translation adjustments	(23,042)		(48,482)
Changes in derivative gains (losses), net of tax		289		(733)		809		750
Changes in derivative (losses) gains, net of tax										Changes in derivative (losses) gains, net of tax	(412)		520
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		123		0		442		0
Actuarial (loss) gain, net of tax										Actuarial (loss) gain, net of tax	(783)		319

Amortization of prior service cost included in net income, net of tax	Amortization of prior service cost included in net income, net of tax	32		72		65		143		Amortization of prior service cost included in net income, net of tax	28		33
Amortization of net loss included in net income, net of tax	Amortization of net loss included in net income, net of tax	2,354		1,368		4,708		2,933		Amortization of net loss included in net income, net of tax	1,580		2,354
Total defined benefit pension plan, net of tax	Total defined benefit pension plan, net of tax	2,509		1,440		5,215		3,076		Total defined benefit pension plan, net of tax	825		2,706
Total other comprehensive income (loss)		23,907		19,803		(21,349)		(19,307)
Total other comprehensive loss										Total other comprehensive loss	(22,629)		(45,256)
Comprehensive Income	Comprehensive Income	79,181		61,663		117,864		77,803		Comprehensive Income	39,742		38,683
Comprehensive Loss (Income) Attributable to Noncontrolling Interests		2		(22)		15		(19)
Comprehensive Loss Attributable to Noncontrolling Interests										Comprehensive Loss Attributable to Noncontrolling Interests	14		13
Comprehensive Income Attributable to AptarGroup, Inc.	Comprehensive Income Attributable to AptarGroup, Inc.	$	79,183	$	61,641	$	117,879	$	77,784	Comprehensive Income Attributable to AptarGroup, Inc.	$	39,756	$	38,696

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

		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Assets	Assets					Assets
Cash and equivalents	Cash and equivalents	$	291,495	$	300,137	Cash and equivalents	$	355,629	$	122,925
Short-term investments	Short-term investments	0		243		Short-term investments	717		740
Total Cash and equivalents and Short-term investments	Total Cash and equivalents and Short-term investments	291,495		300,380		Total Cash and equivalents and Short-term investments	356,346		123,665
Accounts and notes receivable, less current expected credit loss ("CECL") of $5,601 in 2021 and $5,918 in 2020		635,847		566,623
Accounts and notes receivable, less current expected credit loss ("CECL") of $8,754 in 2022 and $7,374 in 2021						Accounts and notes receivable, less current expected credit loss ("CECL") of $8,754 in 2022 and $7,374 in 2021	694,373		671,350
Inventories	Inventories	429,440		379,379		Inventories	459,613		441,464
Prepaid and other	Prepaid and other	135,672		122,613		Prepaid and other	131,754		121,729
Total Current Assets	Total Current Assets	1,492,454		1,368,995		Total Current Assets	1,642,086		1,358,208
Land	Land	30,761		28,334		Land	30,850		31,436
Buildings and improvements	Buildings and improvements	605,506		579,616		Buildings and improvements	638,988		631,897
Machinery and equipment	Machinery and equipment	2,829,642		2,808,623		Machinery and equipment	2,861,827		2,862,142
Property, Plant and Equipment, Gross	Property, Plant and Equipment, Gross	3,465,909		3,416,573		Property, Plant and Equipment, Gross	3,531,665		3,525,475
Less: Accumulated depreciation	Less: Accumulated depreciation	(2,241,454)		(2,217,825)		Less: Accumulated depreciation	(2,255,047)		(2,249,598)
Property, Plant and Equipment, Net	Property, Plant and Equipment, Net	1,224,455		1,198,748		Property, Plant and Equipment, Net	1,276,618		1,275,877
Investments in equity securities	Investments in equity securities	65,200		50,087		Investments in equity securities	57,137		59,485
Goodwill	Goodwill	887,741		898,521		Goodwill	961,757		974,157
Intangible assets, net	Intangible assets, net	322,015		344,309		Intangible assets, net	348,165		362,343
Operating lease right-of-use assets	Operating lease right-of-use assets	61,583		69,845		Operating lease right-of-use assets	64,244		62,454
Miscellaneous	Miscellaneous	56,654		59,548		Miscellaneous	57,445		48,840
Total Other Assets	Total Other Assets	1,393,193		1,422,310		Total Other Assets	1,488,748		1,507,279
Total Assets	Total Assets	$	4,110,102	$	3,990,053	Total Assets	$	4,407,452	$	4,141,364

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

		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
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	$	2,965	$	52,200	Notes payable, revolving credit facility and overdrafts	$	841	$	147,276
Current maturities of long-term obligations, net of unamortized debt issuance costs	Current maturities of long-term obligations, net of unamortized debt issuance costs	67,243		65,666		Current maturities of long-term obligations, net of unamortized debt issuance costs	142,178		142,351
Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities	712,358		662,463		Accounts payable, accrued and other liabilities	718,474		692,865
Total Current Liabilities	Total Current Liabilities	782,566		780,329		Total Current Liabilities	861,493		982,492
Long-Term Obligations, net of unamortized debt issuance costs	Long-Term Obligations, net of unamortized debt issuance costs	1,048,928		1,054,998		Long-Term Obligations, net of unamortized debt issuance costs	1,294,850		907,024
Deferred income taxes	Deferred income taxes	26,183		37,242		Deferred income taxes	24,548		27,547
Retirement and deferred compensation plans	Retirement and deferred compensation plans	151,260		145,959		Retirement and deferred compensation plans	104,344		116,809
Operating lease liabilities	Operating lease liabilities	45,769		52,212		Operating lease liabilities	47,862		48,010
Deferred and other non-current liabilities	Deferred and other non-current liabilities	68,733		68,528		Deferred and other non-current liabilities	75,904		74,882
Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies	—		—
Total Deferred Liabilities and Other	Total Deferred Liabilities and Other	291,945		303,941		Total Deferred Liabilities and Other	252,658		267,248
AptarGroup, Inc. stockholders’ equity	AptarGroup, Inc. stockholders’ equity					AptarGroup, Inc. stockholders’ equity
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
Common stock, $.01 par value, 199 million shares authorized, 70.5 and 70.4 million shares issued as of March 31, 2022 and December 31, 2021, respectively						Common stock, $.01 par value, 199 million shares authorized, 70.5 and 70.4 million shares issued as of March 31, 2022 and December 31, 2021, respectively	705		704
Capital in excess of par value	Capital in excess of par value	898,382		849,161		Capital in excess of par value	929,218		916,534
Retained earnings	Retained earnings	1,734,638		1,643,825		Retained earnings	1,826,924		1,789,413
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(303,058)		(281,709)		Accumulated other comprehensive loss	(338,708)		(316,041)
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)
Less: Treasury stock at cost, 5.0 and 4.9 million shares as of March 31, 2022 and December 31, 2021, respectively						Less: Treasury stock at cost, 5.0 and 4.9 million shares as of March 31, 2022 and December 31, 2021, respectively	(434,867)		(421,203)
Total AptarGroup, Inc. Stockholders’ Equity	Total AptarGroup, Inc. Stockholders’ Equity	1,986,282		1,850,389		Total AptarGroup, Inc. Stockholders’ Equity	1,983,272		1,969,407
Noncontrolling interests in subsidiaries	Noncontrolling interests in subsidiaries	381		396		Noncontrolling interests in subsidiaries	15,179		15,193
Total Stockholders’ Equity	Total Stockholders’ Equity	1,986,663		1,850,785		Total Stockholders’ Equity	1,998,451		1,984,600
Total Liabilities and Stockholders’ Equity	Total Liabilities and Stockholders’ Equity	$	4,110,102	$	3,990,053	Total Liabilities and Stockholders’ Equity	$	4,407,452	$	4,141,364

See accompanying unaudited Notes to Condensed Consolidated Financial Statements.

Table of Contents

AptarGroup, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

In thousands
Three Months Ended AptarGroup, Inc. Stockholders’ Equity
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 $ 1,554,665 $ (381,058) $ 689 $ (372,573) $ 785,567 $ 333 $ 1,587,623
Net income 41,839 — — — — 21 41,860
Foreign currency translation adjustments — 19,095 — — — 1 19,096
Changes in unrecognized pension gains (losses) and related amortization, net of tax — 1,440 — — — — 1,440
Changes in derivative gains (losses), net of tax — (733) — — — — (733)
Stock awards and option exercises — — 1 1,867 17,944 — 19,812
Cash dividends declared on common stock (23,112) — — — — — (23,112)
Balance - June 30, 2020 $ 1,573,392 $ (361,256) $ 690 $ (370,706) $ 803,511 $ 355 $ 1,645,986
Balance - March 31, 2021 $ 1,704,336 $ (326,965) $ 700 $ (352,282) $ 874,623 $ 383 $ 1,900,795
Net income (loss) 55,276 — — — — (2) 55,274
Foreign currency translation adjustments — 21,109 — — — — 21,109
Changes in unrecognized pension gains (losses) and related amortization, net of tax — 2,509 — — — — 2,509
Changes in derivative gains (losses), net of tax — 289 — — — — 289
Stock awards and option exercises — — 2 7,900 23,759 — 31,661
Cash dividends declared on common stock (24,974) — — — — — (24,974)
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

Six Months Ended		AptarGroup, Inc. Stockholders’ Equity
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
Three Months Ended													Three Months Ended	AptarGroup, Inc. Stockholders’ Equity
March 31, 2022 and 2021																							March 31, 2022 and 2021	Retained Earnings				Accumulated Other Comprehensive (Loss) Income				Common Stock Par Value				Treasury Stock				Capital in Excess of Par Value					Non- Controlling Interest				Total Equity
				Retained Earnings						Accumulated Other Comprehensive (Loss) Income			Common Stock Par Value							Treasury Stock							Capital in Excess of Par Value								Non- Controlling Interest							Total Equity
Balance - December 31, 2019
Net income		97,092					—				—						—				—				18						97,110
Adoption of CECL standard		(1,377)			—			—			—				—			—			(1,377)
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)	83,952				—				—				—				—					(13)				83,939

Foreign currency translation adjustments	Foreign currency translation adjustments	—			(23,134)			—			—				—			1			(23,133)		Foreign currency translation adjustments	—				(48,482)				—				—				—					—				(48,482)
Changes in unrecognized pension gains (losses) and related amortization, net of tax	Changes in unrecognized pension gains (losses) and related amortization, net of tax	—			3,076			—			—				—			—			3,076		Changes in unrecognized pension gains (losses) and related amortization, net of tax	—				2,706				—				—				—					—				2,706
Changes in derivative gains (losses), net of tax	Changes in derivative gains (losses), net of tax	—			750			—			—				—			—			750		Changes in derivative gains (losses), net of tax	—				520				—				—				—					—				520
Stock awards and option exercises	Stock awards and option exercises	—			—			4			10,532				32,915			—			43,451		Stock awards and option exercises	—				—				5				9,301				25,462					—				34,768
Cash dividends declared on common stock	Cash dividends declared on common stock	(46,143)			—			—			—				—			—			(46,143)		Cash dividends declared on common stock	(23,441)				—				—				—				—					—				(23,441)

Balance - June 30, 2020		$	1,573,392		$	(361,256)		$	690		$	(370,706)			$	803,511		$	355		$	1,645,986
Balance - March 31, 2021																							Balance - March 31, 2021	$	1,704,336			$	(326,965)			$	700			$	(352,282)			$	874,623				$	383			$	1,900,795

Balance - December 31, 2020		$	1,643,825		$	(281,709)		$	695		$	(361,583)			$	849,161		$	396		$	1,850,785
Balance - December 31, 2021																							Balance - December 31, 2021	$	1,789,413			$	(316,041)			$	704			$	(421,203)			$	916,534				$	15,193			$	1,984,600
Net income (loss)	Net income (loss)	139,228			—			—			—				—			(15)			139,213		Net income (loss)	62,423				—				—				—				—					(52)				62,371

Foreign currency translation adjustments	Foreign currency translation adjustments	—			(27,373)			—			—				—			—			(27,373)		Foreign currency translation adjustments	—				(23,080)				—				—				—					38				(23,042)
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 unrecognized pension gains (losses) and related amortization, net of tax	—				825				—				—				—					—				825
Changes in derivative gains (losses), net of tax	Changes in derivative gains (losses), net of tax				809			—			—				—			—			809		Changes in derivative gains (losses), net of tax	—				(412)				—				—				—					—				(412)
Stock awards and option exercises	Stock awards and option exercises	—			—			7			17,201				49,221			—			66,429		Stock awards and option exercises	—				—				1				2,319				12,684					—				15,004
Cash dividends declared on common stock	Cash dividends declared on common stock	(48,415)			—			—			—				—			—			(48,415)		Cash dividends declared on common stock	(24,912)				—				—				—				—					—				(24,912)
Balance - June 30, 2021		$	1,734,638		$	(303,058)		$	702		$	(344,382)			$	898,382		$	381		$	1,986,663
Treasury stock purchased																							Treasury stock purchased	—				—				—				(15,983)				—					—				(15,983)
Balance - March 31, 2022																							Balance - March 31, 2022	$	1,826,924			$	(338,708)			$	705			$	(434,867)			$	929,218				$	15,179			$	1,998,451

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

Six Months Ended June 30,		2021		2020
Three Months Ended March 31,						Three Months Ended March 31,	2022		2021

Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income	Net income	$	139,213	$	97,110	Net income	$	62,371	$	83,939
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	95,606		86,901		Depreciation	47,638		47,627
Amortization	Amortization	19,622		20,334		Amortization	11,027		9,811
Stock-based compensation	Stock-based compensation	21,805		17,603		Stock-based compensation	13,362		11,489
Provision for CECL	Provision for CECL	(240)		1,089		Provision for CECL	1,393		342
Loss (gain) on disposition of fixed assets		5		(46)
Gain on remeasurement of equity securities		(15,198)		0
(Gain) loss on disposition of fixed assets						(Gain) loss on disposition of fixed assets	(182)		91
Net loss (gain) on remeasurement of equity securities						Net loss (gain) on remeasurement of equity securities	1,250		(16,809)
Deferred income taxes	Deferred income taxes	(6,865)		9		Deferred income taxes	(2,859)		(3,580)
Defined benefit plan expense	Defined benefit plan expense	14,650		11,550		Defined benefit plan expense	6,225		7,475
Equity in results of affiliates	Equity in results of affiliates	434		1,127		Equity in results of affiliates	86		515
Change in fair value of contingent consideration	Change in fair value of contingent consideration	1,950		0		Change in fair value of contingent consideration	(1,050)		975
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	(76,735)		(25,625)		Accounts and other receivables	(28,977)		(70,194)
Inventories	Inventories	(55,873)		(13,241)		Inventories	(21,758)		(26,428)
Prepaid and other current assets	Prepaid and other current assets	(19,793)		(16,936)		Prepaid and other current assets	(10,629)		(16,995)
Accounts payable, accrued and other liabilities	Accounts payable, accrued and other liabilities	69,139		64,620		Accounts payable, accrued and other liabilities	32,012		49,764
Income taxes payable	Income taxes payable	(5,261)		(8,446)		Income taxes payable	1,697		(3,121)
Retirement and deferred compensation plan liabilities	Retirement and deferred compensation plan liabilities	(9,657)		(5,916)		Retirement and deferred compensation plan liabilities	(19,913)		(5,156)
Other changes, net	Other changes, net	2,779		(2,447)		Other changes, net	384		2,440
Net Cash Provided by Operations	Net Cash Provided by Operations	175,581		227,686		Net Cash Provided by Operations	92,077		72,185
Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Capital expenditures	Capital expenditures	(137,039)		(122,986)		Capital expenditures	(73,058)		(63,884)
Proceeds from government grants						Proceeds from government grants	7,955		—
Proceeds from sale of property, plant and equipment	Proceeds from sale of property, plant and equipment	4,571		4,130		Proceeds from sale of property, plant and equipment	446		318
Maturity of short-term investment	Maturity of short-term investment	243		0		Maturity of short-term investment	24		243
Acquisition of business, net of cash acquired and release of escrow		(4,834)		(159,570)
Acquisition of intangible assets, net		0		(3,612)
Investment in equity securities		0		(34,044)

Proceeds from sale of investment in equity securities						Proceeds from sale of investment in equity securities	1,088		—
Notes receivable, net	Notes receivable, net	(29)		(1,045)		Notes receivable, net	(4,876)		(593)
Net Cash Used by Investing Activities	Net Cash Used by Investing Activities	(137,088)		(317,127)		Net Cash Used by Investing Activities	(68,421)		(63,916)
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	7,410		14,464		Proceeds from notes payable and overdrafts	9,172		4,019
Repayments of notes payable and overdrafts	Repayments of notes payable and overdrafts	(4,615)		(27,788)		Repayments of notes payable and overdrafts	(11,293)		(3,180)
Repayments and proceeds of short term revolving credit facility, net	Repayments and proceeds of short term revolving credit facility, net	(52,000)		125,000		Repayments and proceeds of short term revolving credit facility, net	(144,345)		(52,000)
Proceeds from long-term obligations	Proceeds from long-term obligations	7,888		1,316		Proceeds from long-term obligations	402,153		2,053
Repayments of long-term obligations	Repayments of long-term obligations	(7,001)		(4,067)		Repayments of long-term obligations	(2,795)		(4,337)
Credit facility costs		(1,718)		0
Payment of contingent consideration obligation		0		(1,500)
Debt issuance costs						Debt issuance costs	(3,766)		—

Dividends paid	Dividends paid	(48,415)		(46,143)		Dividends paid	(24,912)		(23,441)
Proceeds from stock option exercises	Proceeds from stock option exercises	53,038		30,058		Proceeds from stock option exercises	3,688		31,871

Net Cash (Used) Provided by Financing Activities		(45,413)		91,340
Purchase of treasury stock						Purchase of treasury stock	(15,983)		—
Net Cash Provided (Used) by Financing Activities						Net Cash Provided (Used) by Financing Activities	211,919		(45,015)
Effect of Exchange Rate Changes on Cash	Effect of Exchange Rate Changes on Cash	(6,555)		8,522		Effect of Exchange Rate Changes on Cash	(2,871)		(8,539)
Net (Decrease) Increase in Cash and Equivalents and Restricted Cash		(13,475)		10,421
Net Increase (Decrease) in Cash and Equivalents and Restricted Cash						Net Increase (Decrease) in Cash and Equivalents and Restricted Cash	232,704		(45,285)
Cash and Equivalents and Restricted Cash at Beginning of Period	Cash and Equivalents and Restricted Cash at Beginning of Period	304,970		246,973		Cash and Equivalents and Restricted Cash at Beginning of Period	122,925		304,970
Cash and Equivalents and Restricted Cash at End of Period	Cash and Equivalents and Restricted Cash at End of Period	$	291,495	$	257,394	Cash and Equivalents and Restricted Cash at End of Period	$	355,629	$	259,685

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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 Acquisition.


Six Months Ended June 30,		2021		2020
Three Months Ended March 31,						Three Months Ended March 31,	2022		2021

Cash and equivalents	Cash and equivalents	$	291,495	$	247,656	Cash and equivalents	$	355,629	$	254,852
Restricted cash included in prepaid and other	Restricted cash included in prepaid and other	0		9,738		Restricted cash included in prepaid and other	—		4,833
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	$	291,495	$	257,394	Total Cash and Equivalents and Restricted Cash shown in the Statement of Cash Flows	$	355,629	$	259,685

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, ~~2020~~2021 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, ~~2020.~~2021. 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 subsidiary pursuant~~The extent to ~~U.S. GAAP. We have changed~~which 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. Our Argentinian operations contributed less than 2.0% of consolidated net assets and revenues as of and for the six months ended June 30, 2021.

~~There continues to be many uncertainties regarding the current~~ COVID-19 pandemic impacts our financial results and operations for all 3 of our business segments will depend on future developments which are highly uncertain and cannot be predicted, including the emergence of new variants, the availability, adoption and ~~adoption~~efficacy of ~~approved~~ vaccines ~~within certain areas~~and boosters, the length of ~~the world~~time it takes for normal economic and ~~the potential for~~operating conditions to resume, additional governmental actions that may be taken and/or extended in response to any further resurgence of the ~~virus. However, in contrast to the preceding year, we are currently seeing a limited impact on our business related directly to the COVID-19 pandemic as economic activity~~virus and ~~customer and product mix are approaching pre-pandemic levels. NaN~~numerous other uncertainties. No impairments were recorded as of ~~June 30, 2021~~March 31, 2022 related to the COVID-19 pandemic. ~~Due~~However, due to the general uncertainty surrounding the situation, ~~future results could be negatively affected by the pandemic~~including areas such as cost inflation, supply chain disruptions and ~~therefore our~~labor shortages, future results could be materially impacted.

The war in Ukraine and the recent COVID-19 outbreak in China have not as of March 31, 2022 had a significant direct impact on our business in these regions, though the near-term visibility for both of these situations is expected to remain fluid and uncertain for the next several quarters. However, we have started to experience some indirect impacts on our business, including higher energy costs and certain supply chain interruptions.

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,~~In November 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~~2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This update requires annual disclosures about transactions with a government that are accounted for ~~impairment~~ by ~~eliminating Step 2 from~~applying a grant or contribution accounting model by analogy including the ~~goodwill impairment test. As a result, impairment charges are required for~~nature of the ~~amount~~transaction, the financial statement line items affected by ~~which a reporting unit’s carrying amount exceeds its fair value up to~~ the ~~amount of its allocated goodwill.~~transaction and any significant terms and conditions associated with the transactions. We adopted this guidance in the ~~standard on January 1, 2020 and did not record any impairment charges.~~fourth quarter of 2021 using the prospective approach.

In ~~August 2018,~~March 2020, the FASB issued ASU ~~2018-13,~~2020-04, which ~~amends disclosure requirements~~provides optional expedients and exceptions for ~~fair value measurements.~~applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The ~~new standard modifies disclosure requirements including removing requirements~~amendments to ~~disclose~~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. ASU 2020-04 was further amended in January 2021 by ASU 2021-01 which clarified the ~~valuation process for Level 3 measurements~~applicability of certain provisions. Both standards are effective upon issuance and ~~adding requirements~~can be adopted any time prior to ~~disclose~~December 31, 2022. The guidance in ASU 2020-04 and ASU 2021-01 is optional and may be elected over time as reference rate reform activities occur. During 2021, we amended the ~~changes in unrealized gains and losses for~~revolving credit facility to provide mechanics relating to a transition away from LIBOR (in the ~~period included in other comprehensive income for recurring Level 3 fair value measurements~~case of USD) and the ~~range~~designated benchmark rates for other available currencies and ~~weighted average~~the replacement of ~~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~~any such applicable benchmark by a replacement alternative benchmark rate or mechanism 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 includedloans made in the ~~notes to the financial statements to the extent applicable. The provisions of the new~~applicable currency. We are evaluating any further impact this standard ~~do not~~may 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 contractCondensed Consolidated Financial Statements 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 andanticipate no ~~material impacts were noted.~~further significant impacts.

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.

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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 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. ~~At June 30, 2021,~~As of March 31, 2022, under currently enacted laws, we do not have a balance of foreign earnings that will be subject to U.S. ~~taxation.~~taxation upon repatriation. 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~~our global cash management ~~goals of the Company.~~goals.

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.

We are subject to the examination of our returns and other tax matters by the U.S. Internal Revenue Service and other tax authorities and governmental bodies. We believe that ~~an adequate provision~~we have adequately provided a tax reserve for any adjustments that may result from tax examinations ~~exists.~~or uncertain tax positions. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in a manner inconsistent with our expectations, we could be required to adjust ~~its~~our 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

Revenue by segment and geography for the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ is as follows:

For the Three Months Ended June 30, 2021
Segment Europe Domestic Latin
America Asia Total
Pharma $ 212,220 $ 93,527 $ 5,294 $ 14,302 $ 325,343
Beauty + Home 192,371 103,679 38,882 25,314 360,246
Food + Beverage 32,402 71,974 11,885 9,182 125,443
Total $ 436,993 $ 269,180 $ 56,061 $ 48,798 $ 811,032

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 Six Months Ended June 30, 2021											For the Three Months Ended March 31, 2022
Segment	Segment	Europe		Domestic		Latin America		Asia		Total		Segment	Europe		Domestic		Latin America		Asia		Total
Pharma	Pharma	$	420,167	$	182,822	$	10,664	$	25,522	$	639,175	Pharma	$	211,007	$	106,341	$	7,855	$	17,259	$	342,462
Beauty + Home	Beauty + Home	381,611		202,486		73,224		49,871		707,192		Beauty + Home	209,083		95,816		37,198		26,102		368,199
Food + Beverage	Food + Beverage	60,904		139,037		21,138		20,340		241,419		Food + Beverage	35,041		77,848		12,691		8,691		134,271
Total	Total	$	862,682	$	524,345	$	105,026	$	95,733	$	1,587,786	Total	$	455,131	$	280,005	$	57,744	$	52,052	$	844,932


		For the Six Months Ended June 30, 2020											For the Three Months Ended March 31, 2021
Segment	Segment	Europe		Domestic		Latin America		Asia		Total		Segment	Europe		Domestic		Latin America		Asia		Total
Pharma	Pharma	$	391,943	$	172,063	$	13,566	$	20,883	$	598,455	Pharma	$	207,947	$	89,295	$	5,370	$	11,220	$	313,832
Beauty + Home	Beauty + Home	339,362		176,194		66,074		42,716		624,346		Beauty + Home	189,240		98,807		34,342		24,557		346,946
Food + Beverage	Food + Beverage	56,610		112,068		14,523		14,856		198,057		Food + Beverage	28,502		67,063		9,253		11,158		115,976
Total	Total	$	787,915	$	460,325	$	94,163	$	78,455	$	1,420,858	Total	$	425,689	$	255,165	$	48,965	$	46,935	$	776,754

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

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


		Balance as of December 31, 2020		Balance as of June 30, 2021		Increase/ (Decrease)			Balance as of December 31, 2021		Balance as of March 31, 2022		Increase/ (Decrease)
Contract asset (current)	Contract asset (current)	$	16,109	$	20,864	$	4,755	Contract asset (current)	$	16,878	$	15,236	$	(1,642)

Contract liability (current)	Contract liability (current)	87,188		101,299		14,111		Contract liability (current)	86,340		91,711		5,371
Contract liability (long-term)	Contract liability (long-term)	21,584		23,129		1,545		Contract liability (long-term)	21,905		21,133		(772)

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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 ~~$49.9~~$25.4 million, including ~~$29.8~~$21.4 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.

Product Sales

We primarily manufacture and sell drug delivery, consumer product dispensing ~~sealing~~ and active material science solutions. The amount of consideration is typically fixed for customers. At the time of delivery, the customer is invoiced at 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. For a majority of product sales, 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 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 our 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. We do not have any material extended warranties as of ~~June 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

Service Sales

We also provide services to our pharmaceutical customers. As with product sales, we recognize revenue based on completion of each performance obligation of the service contract.

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Contract Costs

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

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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.

Current uncertainty in credit and market conditions due to the COVID-19 pandemic and the war in Ukraine may slow our collection efforts if customers experience significant difficulty accessing credit and paying their obligations or due to imposed sanctions delaying payment which may lead to higher than normal accounts receivable and increased CECL charges.

NOTE 3 - INVENTORIES

Inventories, by component net of reserves, consisted of:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Raw materials	Raw materials	$	134,582	$	116,029	Raw materials	$	145,249	$	140,818
Work in process	Work in process	135,695		115,870		Work in process	143,591		137,654
Finished goods	Finished goods	159,163		147,480		Finished goods	170,773		162,992
Total	Total	$	429,440	$	379,379	Total	$	459,613	$	441,464

NOTE 4 – GOODWILL AND OTHER INTANGIBLE ASSETS

The changes in the carrying amount of goodwill by reporting segment since December 31, ~~2020~~2021 are as follows:

Pharma Beauty +
Home Food +
Beverage Corporate
& Other Total
Goodwill $ 436,731 $ 333,111 $ 128,679 $ 1,615 $ 900,136
Accumulated impairment losses 0 0 0 (1,615) (1,615)
Balance as of December 31, 2020 $ 436,731 $ 333,111 $ 128,679 $ 0 $ 898,521
Foreign currency exchange effects (7,427) (3,167) (186) 0 (10,780)
Goodwill $ 429,304 $ 329,944 $ 128,493 $ 1,615 $ 889,356
Accumulated impairment losses 0 0 0 (1,615) (1,615)
Balance as of June 30, 2021 $ 429,304 $ 329,944 $ 128,493 $ 0 $ 887,741



	Pharma		Beauty + Home		Food + Beverage		Total
Balance as of December 31, 2021	$	520,197	$	325,719	$	128,241	$	974,157

Foreign currency exchange effects	(9,386)		(2,845)		(169)		(12,400)
Balance as of March 31, 2022	$	510,811	$	322,874	$	128,072	$	961,757

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The table below shows a summary of intangible assets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021.


			June 30, 2021						December 31, 2020								March 31, 2022						December 31, 2021
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	13.8	$	2,822	$	(1,465)	$	1,357	$	2,861	$	(1,477)	$	1,384	Patents	13.9	$	2,870	$	(1,664)	$	1,206	$	2,767	$	(1,528)	$	1,239
Acquired technology	Acquired technology	12.2	110,171		(41,264)		68,907		111,854		(36,943)		74,911		Acquired technology	11.5	138,488		(47,989)		90,499		140,936		(45,613)		95,323
Customer relationships	Customer relationships	13.5	284,613		(67,039)		217,574		286,644		(56,714)		229,930		Customer relationships	13.3	309,610		(82,634)		226,976		311,964		(77,512)		234,452
Trademarks and trade names	Trademarks and trade names	6.8	45,653		(20,286)		25,367		46,174		(17,437)		28,737		Trademarks and trade names	7.0	44,364		(24,084)		20,280		44,893		(22,886)		22,007
License agreements and other	License agreements and other	38.3	15,220		(6,410)		8,810		19,208		(9,861)		9,347		License agreements and other	39.2	16,045		(6,841)		9,204		16,179		(6,857)		9,322
Total intangible assets	Total intangible assets	13.4	$	458,479	$	(136,464)	$	322,015	$	466,741	$	(122,432)	$	344,309	Total intangible assets	13.2	$	511,377	$	(163,212)	$	348,165	$	516,739	$	(154,396)	$	362,343

Aggregate amortization expense for the intangible assets above for the ~~quarters ended June 30, 2021 and 2020 was $9,811 and $12,320, respectively. Aggregate amortization expense for the intangible assets above for the six~~three months ended ~~June 30,~~March 31, 2022 and 2021 was $11,027 and ~~2020 was $19,622 and $20,334,~~$9,811, respectively.

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


2021		$	19,989	(remaining estimated amortization for 2021)
2022	2022	38,319			2022	$	33,180	(remaining estimated amortization for 2022)
2023	2023	38,236			2023	43,721
2024	2024	35,097			2024	40,541
2025 and thereafter		190,374
2025					2025	39,088
2026					2026	36,874
Thereafter					Thereafter	154,761

Future amortization expense may fluctuate depending on changes in foreign currency rates. The estimates for amortization expense noted above are based upon foreign exchange rates as of ~~June 30, 2021.~~March 31, 2022.

NOTE 5 – INCOME TAXES

The effective tax rate for the three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, was ~~25.6%~~28.0% and ~~31.0%~~16.8%. The lower ~~reported~~ effective tax rate for the three months ended ~~June 30,~~March 31, 2021 reflects ~~additional~~incremental tax benefits from employee stock-based compensation of $8.0 million and a ~~more favorable mix of earnings.~~

~~The effective~~$2.9 million benefit from changes in U.S. state tax ~~rate~~laws for the ~~six~~three months ended June 30, 2021 and 2020, respectively, was 20.5% and 30.0%. The effective tax rate for the six months ended June 30, 2021 reflects additional tax benefits from employee stock-based compensation and a more favorable mix of earnings.March 31, 2021.

NOTE 6 – DEBT

Notes Payable, Revolving Credit Facility and Overdrafts

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, our notes payable, revolving credit facility and overdrafts consisted of the following:

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


	March 31, 2022		December 31, 2021

Revolving credit facility	$	—	$	144,383
Overdrafts 6.25% to 13.40%	841		2,893
	$	841	$	147,276

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On June 30, 2021, we entered into an amended and restated multi-currency revolving credit facility (the "revolving credit facility") with a syndicate of banks 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 2 one-year extensions in certain circumstances, and provides for unsecured financing of up to $600 million available in the U.S. and 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. As of ~~June 30, 2021, 0~~March 31, 2022, no balance was utilized under the revolving credit facility in the U.S. or by our wholly-owned UK subsidiary and ~~$112~~$56 million remained outstanding under the amended term facility. As of December 31, ~~2020, under our prior credit facility, we utilized $52.0~~2021, $133 million ~~under the U.S. revolving facility and 0 balance~~ was utilized under the ~~euro-based~~ revolving credit facility in the U.S., €10 million (approximately $11.4 million) was utilized by our wholly-owned UK subsidiary and $56 million remained outstanding under the amended term facility.

There are 0no 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.

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, 0no balance was utilized under this arrangement as of ~~June 30, 2021~~March 31, 2022 or December 31, ~~2020.~~2021.

Long-Term Obligations

On March 7, 2022, we issued $400 million aggregate principal amount of 3.600% Senior Notes due March 2032 in an underwritten public offering. The form and terms of the notes were established pursuant to an Indenture, dated as of March 7, 2022, as amended and supplemented by a First Supplemental Indenture, dated as of March 7, 2022, each between the Company and U.S. Bank Trust Company, National Association, as trustee. Interest is payable semi-annually in arrears. The notes are unsecured obligations and rank equally in right of payment with all of our other existing and future senior, unsecured indebtedness.

At ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, our long-term obligations consisted of the following:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Notes payable 0.00% – 10.91%, due in monthly and annual installments through 2028		$	17,754	$	14,002
Notes payable 0.00% – 14.42%, due in monthly and annual installments through 2028						Notes payable 0.00% – 14.42%, due in monthly and annual installments through 2028	$	26,087	$	22,785
Senior unsecured notes 3.2%, due in 2022	Senior unsecured notes 3.2%, due in 2022	75,000		75,000		Senior unsecured notes 3.2%, due in 2022	75,000		75,000
Senior unsecured debts 1.4% USD floating swapped to 1.36% EUR fixed, equal annual installments through 2022		112,000		112,000
Senior unsecured debts 1.38% USD floating swapped to 1.36% EUR fixed, due in 2022						Senior unsecured debts 1.38% USD floating swapped to 1.36% EUR fixed, due in 2022	56,000		56,000
Senior unsecured notes 3.5%, due in 2023	Senior unsecured notes 3.5%, due in 2023	125,000		125,000		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	118,590		122,100		Senior unsecured notes 1.0%, due in 2023	110,640		113,830
Senior unsecured notes 3.4%, due in 2024	Senior unsecured notes 3.4%, due in 2024	50,000		50,000		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		100,000		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	237,180		244,200		Senior unsecured notes 1.2%, due in 2024	221,280		227,660
Senior unsecured notes 3.6%, due in 2025	Senior unsecured notes 3.6%, due in 2025	125,000		125,000		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		125,000		Senior unsecured notes 3.6%, due in 2026	125,000		125,000
Senior unsecured notes 3.6%, due in 2032, net of discount of $1,027						Senior unsecured notes 3.6%, due in 2032, net of discount of $1,027	398,973		—
Finance Lease Liabilities	Finance Lease Liabilities	32,021		30,025		Finance Lease Liabilities	29,284		30,185
Unamortized debt issuance costs	Unamortized debt issuance costs	(1,374)		(1,663)		Unamortized debt issuance costs	(5,236)		(1,085)
		$	1,116,171	$	1,120,664		$	1,437,028	$	1,049,375
Current maturities of long-term obligations	Current maturities of long-term obligations	(67,243)		(65,666)		Current maturities of long-term obligations	(142,178)		(142,351)
Total long-term obligations	Total long-term obligations	$	1,048,928	$	1,054,998	Total long-term obligations	$	1,294,850	$	907,024

Table of Contents

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:


Year One	$	~~63,069~~138,729
Year Two	~~136,740~~343,403
Year Three	~~347,690~~276,394
Year Four	~~287,609~~254,268
Year Five	~~250,262~~1,103
Thereafter	~~154~~399,083

~~Table of~~ ~~Contents~~

Covenants

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

Requirement

Level at ~~June 30, 2021~~March 31, 2022

Consolidated Leverage Ratio (1)

Maximum of 3.50 to 1.00

~~1.49~~1.83 to 1.00

Consolidated Interest Coverage Ratio (1)

Minimum of 3.00 to 1.00

~~18.93~~18.90 to 1.00

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

NOTE 7 – LEASES

We lease certain warehouse, plant and office facilities as well as certain equipment under ~~noncancelable~~non-cancelable 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 six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ were as follows:


		Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021
Operating lease cost	Operating lease cost	$	6,044	$	5,841	$	11,833	$	11,095	Operating lease cost	$	5,281	$	5,789

Finance lease cost:	Finance lease cost:									Finance lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	$	1,099	$	906	$	2,075	$	2,105	Amortization of right-of-use assets	$	1,129	$	976
Interest on lease liabilities	Interest on lease liabilities	375		369		687		717		Interest on lease liabilities	325		312
Total finance lease cost	Total finance lease cost	$	1,474	$	1,275	$	2,762	$	2,822	Total finance lease cost	$	1,454	$	1,288

Short-term lease and variable lease costs	Short-term lease and variable lease costs	$	2,444	$	2,430	$	5,572	$	4,878	Short-term lease and variable lease costs	$	3,982	$	3,128

Supplemental cash flow information related to leases was as follows:


Six Months Ended June 30,		2021		2020
Three Months Ended March 31,						Three Months Ended March 31,	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	11,771	$	11,662	Operating cash flows from operating leases	$	5,500	$	5,755
Operating cash flows from finance leases	Operating cash flows from finance leases	716		704		Operating cash flows from finance leases	335		349
Financing cash flows from finance leases	Financing cash flows from finance leases	2,337		2,545		Financing cash flows from finance leases	1,179		1,198

Right-of-use assets obtained in exchange for lease obligations:	Right-of-use assets obtained in exchange for lease obligations:					Right-of-use assets obtained in exchange for lease obligations:
Operating leases	Operating leases	$	4,739	$	11,371	Operating leases	$	6,406	$	1,496
Finance leases	Finance leases	4,792		3,127		Finance leases	599		47

Table of Contents

NOTE 8 – RETIREMENT AND DEFERRED COMPENSATION PLANS

Effective January 1, 2021, our domestic noncontributory retirement plans were ~~amended~~closed to ~~provide that no individual~~new employees and employees who ~~became an employee after December 31, 2020 could become a participant and that no employee whose employment terminated and who was~~were 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.~~2020. These employees ~~will~~are 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~~are still be eligible for the domestic pension plans and ~~will still~~ continue to accrue plan benefits after this date.

~~Table of~~ ~~Contents~~

Components of Net Periodic Benefit Cost:


		Domestic Plans				Foreign Plans					Domestic Plans				Foreign Plans
Three Months Ended June 30,		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021		2022		2021
Service cost	Service cost	$	3,941	$	3,562	$	2,071	$	1,767	Service cost	$	3,945	$	4,227	$	1,970	$	2,078
Interest cost	Interest cost	1,604		1,536		208		340		Interest cost	1,742		1,611		373		218
Expected return on plan assets	Expected return on plan assets	(3,064)		(2,702)		(721)		(631)		Expected return on plan assets	(3,227)		(3,073)		(727)		(723)
Amortization of net loss	Amortization of net loss	2,501		1,294		591		514		Amortization of net loss	1,667		2,503		444		589
Amortization of prior service cost	Amortization of prior service cost	0		0		44		95		Amortization of prior service cost	—		—		38		45
Net periodic benefit cost	Net periodic benefit cost	$	4,982	$	3,690	$	2,193	$	2,085	Net periodic benefit cost	$	4,127	$	5,268	$	2,098	$	2,207

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

The components of net periodic benefit cost, other than the service cost component, are included in the line Miscellaneous, net in the Condensed Consolidated Statements of Income.

~~EMPLOYER CONTRIBUTIONS~~Employer Contributions

We currently have 0no minimum funding requirements for our domestic and foreign plans. We contributed ~~$1.0~~$15.2 million to our ~~ongoing~~ domestic ~~supplemental executive retirement plan (SERP) annuity contracts~~defined benefit plans during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and we do not expect additional significant payments during ~~2021.~~2022. We have contributed approximately ~~$2.3~~$0.5 million to our foreign defined benefit plans during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 and do not expect additional significant contributions during ~~2021.~~2022.

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, 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)
											Foreign Currency		Defined Benefit Pension Plans		Derivatives		Total
Balance - December 31, 2020	Balance - December 31, 2020	$	(178,025)	$	(102,322)	$	(1,362)	$	(281,709)	Balance - December 31, 2020	$	(178,025)	$	(102,322)	$	(1,362)	$	(281,709)
Other comprehensive (loss) income before reclassifications	Other comprehensive (loss) income before reclassifications	(27,373)		442		4,066		(22,865)		Other comprehensive (loss) income before reclassifications	(48,482)		319		5,061		(43,102)
Amounts reclassified from accumulated other comprehensive income (loss)	Amounts reclassified from accumulated other comprehensive income (loss)	0		4,773		(3,257)		1,516		Amounts reclassified from accumulated other comprehensive income (loss)	—		2,387		(4,541)		(2,154)
Net current-period other comprehensive (loss) income	Net current-period other comprehensive (loss) income	(27,373)		5,215		809		(21,349)		Net current-period other comprehensive (loss) income	(48,482)		2,706		520		(45,256)
Balance - June 30, 2021		$	(205,398)	$	(97,107)	$	(553)	$	(303,058)
Balance - March 31, 2021										Balance - March 31, 2021	$	(226,507)	$	(99,616)	$	(842)	$	(326,965)

Balance - December 31, 2021										Balance - December 31, 2021	$	(249,500)	$	(66,486)	$	(55)	$	(316,041)
Other comprehensive (loss) income before reclassifications										Other comprehensive (loss) income before reclassifications	(23,080)		(783)		1,192		(22,671)
Amounts reclassified from accumulated other comprehensive income (loss)										Amounts reclassified from accumulated other comprehensive income (loss)	—		1,608		(1,604)		4
Net current-period other comprehensive (loss) income										Net current-period other comprehensive (loss) income	(23,080)		825		(412)		(22,667)
Balance - March 31, 2022										Balance - March 31, 2022	$	(272,580)	$	(65,661)	$	(467)	$	(338,708)

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Table of Contents

Reclassifications Out of Accumulated Other Comprehensive (Loss) Income:

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 June 30, 2021 2020
Defined Benefit Pension Plans
Amortization of net loss $ 3,092 $ 1,808 (1)
Amortization of prior service cost 44 95 (1)
3,136 1,903 Total before tax
(750) (463) Tax impact
$ 2,386 $ 1,440 Net of tax
Derivatives
Changes in cross currency swap: interest component $ (6) $ (525) Interest Expense
Changes in cross currency swap: foreign exchange component 1,290 3,060 Miscellaneous, net
$ 1,284 $ 2,535 Net of tax
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
Six Months Ended June 30,		2021		2020
Three Months Ended March 31,							Three Months Ended March 31,	2022		2021

Defined Benefit Pension Plans	Defined Benefit Pension Plans						Defined Benefit Pension Plans
Amortization of net loss	Amortization of net loss	$	6,184	$	3,870	(1)	Amortization of net loss	$	2,111	$	3,092	(1)
Amortization of prior service cost	Amortization of prior service cost	89		192		(1)	Amortization of prior service cost	38		45		(1)
		6,273		4,062		Total before tax		2,149		3,137		Total before tax
		(1,500)		(986)		Tax impact		(541)		(750)		Tax impact
		$	4,773	$	3,076	Net of tax		$	1,608	$	2,387	Net of tax
Derivatives	Derivatives						Derivatives
Changes in cross currency swap: interest component	Changes in cross currency swap: interest component	$	(18)	$	(1,288)	Interest Expense	Changes in cross currency swap: interest component	$	(20)	$	(12)	Interest Expense
Changes in cross currency swap: foreign exchange component	Changes in cross currency swap: foreign exchange component	(3,239)		280		Miscellaneous, net	Changes in cross currency swap: foreign exchange component	(1,584)		(4,529)		Miscellaneous, net
		$	(3,257)	$	(1,008)	Net of tax		$	(1,604)	$	(4,541)	Net of tax
Total reclassifications for the period	Total reclassifications for the period	$	1,516	$	2,068		Total reclassifications for the period	$	4	$	(2,154)

(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.

~~Table of~~ ~~Contents~~

For derivative instruments designated as hedges, we formally document the nature and relationships between the hedging instruments and the hedged items, as well as the risk management objectives, strategies for undertaking the various hedge transactions, and the method of assessing hedge effectiveness at inception. Quarterly thereafter, we formally assess whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in the fair value or cash flows of the hedged item. Additionally, in order to designate any derivative instrument as a hedge of an anticipated transaction, the significant characteristics and expected terms of any anticipated transaction must be specifically identified, and it must be probable that the anticipated transaction will occur. All derivative financial instruments used as hedges are recorded at fair value in the Condensed Consolidated Balance Sheets (See Note 11 - Fair Value).

Cash Flow Hedge

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

~~During~~

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In 2017 our wholly-owned UK subsidiary borrowed $280 million in term loan borrowings under 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 on July 20, 2017 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 ~~$0.6~~$0.5 million of loss is included in accumulated other comprehensive loss at ~~June 30, 2021.~~March 31, 2022. The amount expected to be recognized into earnings during the next 124 months related to the interest component of our cross currency swap based on prevailing foreign exchange and interest rates at ~~June 30, 2021~~March 31, 2022 is a gain of ~~$0.8 million.~~$131 thousand. The amount expected to be recognized into earnings during the next 124 months related to the foreign exchange component of our cross currency swap is dependent on fluctuations in currency exchange rates. As of ~~June 30, 2021,~~March 31, 2022, the fair value of the cross currency swap was a ~~$4.1~~$1.7 million ~~liability.~~asset. 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 ~~weakening~~strengthening U.S. dollar relative to foreign currencies has ~~an additive~~a dilutive translation effect on our financial condition and results of operations. Conversely, a ~~strengthening~~weakening U.S. dollar has ~~a dilutive~~an additive effect. In some cases, we maintain debt in these subsidiaries to offset the net asset exposure. We do not otherwise actively manage this risk using derivative financial instruments. In the event we plan on a full or partial liquidation of any of our foreign subsidiaries where our net investment is likely to be monetized, we will consider hedging the currency exposure associated with such a transaction.

Other

~~Table of~~ ~~Contents~~

Fair Value of Derivative Instruments in the Condensed Consolidated Balance Sheets as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020~~2021


			June 30, 2021				December 31, 2020						March 31, 2022				December 31, 2021
		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			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	$	30	$	0	$	322	Foreign Exchange Contracts	Prepaid and other	$	—	$	358	$	—	$	331

Cross Currency Swap Contract (1)											Cross Currency Swap Contract (1)	Prepaid and other	1,657		—		511		—
			$	0	$	30	$	0	$	322			$	1,657	$	358	$	511	$	331

Derivative Liabilities	Derivative Liabilities										Derivative Liabilities
Foreign Exchange Contracts	Foreign Exchange Contracts	Accounts payable, accrued and other liabilities	$	0	$	1,526	$	0	$	146	Foreign Exchange Contracts	Accounts payable, accrued and other liabilities	$	—	$	2,329	$	—	$	221
Cross Currency Swap Contract (1)		Accounts payable, accrued and other liabilities	4,056		0		8,309		0
			$	4,056	$	1,526	$	8,309	$	146
													$	—	$	2,329	$	—	$	221

__________________________

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

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The Effect of Cash Flow Hedge Accounting on Accumulated Other Comprehensive Income (Loss) for the Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~


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
	2022		2021			2022		2021
Cross currency swap contract:
Interest component	$	(392)	$	532	Interest expense	$	20	$	12	$	(8,930)
Foreign exchange component	1,584		4,529		Miscellaneous, net	1,584		4,529		(1,103)
	$	1,192	$	5,061		$	1,604	$	4,541

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
2021 2020 2021 2020
Cross currency swap contract:
Interest component $ 295 $ (208) Interest expense $ 6 $ 525 $ (7,175)
Foreign exchange component (1,290) (3,060) Miscellaneous, net (1,290) (3,060) (2,028)
$ (995) $ (3,268) $ (1,284) $ (2,535)

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

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
2021 2020 2021 2020
Cross currency swap contract:
Interest component $ 827 $ 2,038 Interest expense $ 18 $ 1,288 $ (14,590)
Foreign exchange component 3,239 (280) Miscellaneous, net 3,239 (280) (2,991)
$ 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 ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~

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

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


Derivatives Not Designated as Hedging Instruments	Location of (Loss) Gain Recognized in Income on Derivatives	Amount of (Loss) Gain Recognized in Income on Derivatives
		2022		2021
Foreign Exchange Contracts	Other (Expense) Income: Miscellaneous, net	$	(2,100)	$	(513)
		$	(2,100)	$	(513)


				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 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			Gross Amount								Financial Instruments			Cash Collateral Received		Net Amount
Description
June 30, 2021

March 31, 2022																	March 31, 2022
Derivative Assets	Derivative Assets	$	30		—			$	30		—		—				$	30		Derivative Assets	$	2,015			—		$	2,015	—	—		$	2,015
Total Assets	Total Assets	$	30	—		$	30			—		—		$	30		Total Assets		$	2,015			—		$	2,015	—		—	$	2,015

Derivative Liabilities	Derivative Liabilities	$	5,582	—		$	5,582			—		—		$	5,582		Derivative Liabilities		$	2,329			—		$	2,329	—		—	$	2,329
Total Liabilities	Total Liabilities	$	5,582	—		$	5,582			—		—		$	5,582		Total Liabilities		$	2,329			—		$	2,329	—		—	$	2,329

December 31, 2020
December 31, 2021																	December 31, 2021
Derivative Assets	Derivative Assets	$	322	—		$	322			—		—		$	322		Derivative Assets		$	842			—		$	842	—		—	$	842
Total Assets	Total Assets	$	322	—		$	322			—		—		$	322		Total Assets		$	842			—		$	842	—		—	$	842

Derivative Liabilities	Derivative Liabilities	$	8,455	—		$	8,455			—		—		$	8,455		Derivative Liabilities		$	221			—		$	221	—		—	$	221
Total Liabilities	Total Liabilities	$	8,455	—		$	8,455			—		—		$	8,455		Total Liabilities		$	221			—		$	221	—		—	$	221

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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.

~~Table~~As of ~~Contents~~March 31, 2022, 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)	$	6,668	$	6,668	$	—	$	—
Foreign exchange contracts (2)	358		—		358		—
Cross currency swap contract (2)	1,657		—		1,657		—
Convertible note	5,000		—		—		5,000
Total assets at fair value	$	13,683	$	6,668	$	2,015	$	5,000
Liabilities
Foreign exchange contracts (2)	$	2,329	$	—	$	2,329	$	—

Contingent consideration obligation	32,858		—		—		32,858
Total liabilities at fair value	$	35,187	$	—	$	2,329	$	32,858

As of ~~June 30,~~December 31, 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			Total		Level 1		Level 2		Level 3
Assets	Assets									Assets
Investment in equity securities (1)										Investment in equity securities (1)	$	9,006	$	9,006	$	—	$	—
Foreign exchange contracts (2)	Foreign exchange contracts (2)	$	322	$	0	$	322	$	0	Foreign exchange contracts (2)	331		—		331		—

Cross currency swap contract (2)										Cross currency swap contract (2)	511		—		511		—
Total assets at fair value	Total assets at fair value	$	322	$	0	$	322	$	0	Total assets at fair value	$	9,848	$	9,006	$	842	$	—
Liabilities	Liabilities									Liabilities
Foreign exchange contracts (2)	Foreign exchange contracts (2)	$	146	$	0	$	146	$	0	Foreign exchange contracts (2)	$	221	$	—	$	221	$	—
Cross currency swap contract (2)		8,309		0		8,309		0

Contingent consideration obligation	Contingent consideration obligation	31,140		0		0		31,140		Contingent consideration obligation	33,908		—		—		33,908
Total liabilities at fair value	Total liabilities at fair value	$	39,595	$	0	$	8,455	$	31,140	Total liabilities at fair value	$	34,129	$	—	$	221	$	33,908

(1)Investment in PureCycle Technologies ~~(PCT).~~("PCT" or "PureCycle" ). See Note 1817 - 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~~$1.2 billion as of ~~June 30, 2021~~March 31, 2022 and ~~$1.1~~$0.9 billion as of December 31, ~~2020.~~2021.

During the first quarter of 2022, we invested $5.0 million in a convertible note in Enable Injections, Inc. This investment is recorded at fair value and is a Level 3 fair value measurement.

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As discussed in Note ~~19 - Acquisitions~~12- Fair Value of our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, we have a contingent consideration obligation to the selling equity holders of:

–Fusion Packaging, Inc. ("Fusion") in connection with the acquisition of 100% of the equity interests of Fusion (the "Fusion Acquisition") based on 2022 cumulative performance targets, and

–Noble International Holdings, Inc., Genia Medical, Inc. and JBCB Holdings, LLC (collectively referred to as "Noble") in connection with the acquisition of 100% of the equity interests of Noble (the "Noble Acquisition") based on 2024 cumulative performance targets.

We consider these obligations Level 3 liabilities and have estimated the aggregate fair value for these contingent consideration arrangements as 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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	March 31, 2022		December 31, 2021
Fusion Acquisition	$	26,116	$	27,166
Noble Acquisition	6,742		6,742

	$	32,858	$	33,908

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~~2021	$	~~31,140~~33,908

~~Increase~~Decrease in fair value recorded in earnings	~~1,950~~ (1,050)

Balance, ~~June 30, 2021~~March 31, 2022	$	~~33,090~~32,858

NOTE 12 - COMMITMENTS AND CONTINGENCIES

In the normal course of business, we 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 0no liabilities recorded for these agreements as of ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020.~~

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 retrospectively. In May 2021, the Supreme Court of 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 favorable court decisions of $1.6 million and $0.7 million, respectively, for the retrospective right to recover part of our claim. These amounts were recorded in cost of sales. If the Supreme Court of Brazil grants full retrospective recovery, we estimate remaining potential recoveries of approximately $3 million to $6 million, including interest. Due to uncertainties around our remaining court recovery claims, we have not recorded any further amounts relating to the retrospective nature of this matter.2021.

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, 0no liability is recorded as of ~~June 30, 2021.~~March 31, 2022.

NOTE 13 – STOCK REPURCHASE PROGRAM

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

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2022, we repurchased approximately 140 thousand shares for approximately $16.0 million. During the three months ended March 31, 2021, ~~and 2020,~~ we did not repurchase any shares. As of ~~June 30, 2021,~~March 31, 2022, there was ~~$278.5~~$184.4 million of authorized share repurchases ~~available to us.~~remaining under the existing authorization.

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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.

~~Table of~~ ~~Contents~~

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


Six Months Ended June 30,		2021			2020
Three Months Ended March 31,								Three Months Ended March 31,	2022			2021
Fair value per stock award	Fair value per stock award	$	171.63		$	94.98		Fair value per stock award	$	141.95		$	171.63
Grant date stock price	Grant date stock price	$	141.59		$	83.93		Grant date stock price	$	114.52		$	141.59
Assumptions:	Assumptions:							Assumptions:
Aptar's stock price expected volatility	Aptar's stock price expected volatility	21.40		%	23.80		%	Aptar's stock price expected volatility	20.20		%	21.40		%
Expected average volatility of peer companies	Expected average volatility of peer companies	50.00		%	48.50		%	Expected average volatility of peer companies	41.70		%	50.00		%
Correlation assumption	Correlation assumption	58.10		%	63.50		%	Correlation assumption	41.20		%	58.10		%
Risk-free interest rate	Risk-free interest rate	0.32		%	0.31		%	Risk-free interest rate	2.04		%	0.32		%
Dividend yield assumption	Dividend yield assumption	1.02		%	1.72		%	Dividend yield assumption	1.33		%	1.02		%

A summary of RSU activity as of ~~June 30, 2021~~March 31, 2022 and changes during the ~~six~~three month period then ended is presented below:


		Time-Based RSUs			Performance-Based RSUs				Time-Based RSUs			Performance-Based RSUs
		Units	Weighted Average Grant-Date Fair Value		Units	Weighted Average Grant-Date Fair Value			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
Nonvested at January 1, 2022								Nonvested at January 1, 2022	485,479	$	108.73	650,553	$	111.04
Granted	Granted	140,316	139.25		169,974	152.51		Granted	176,096	112.64		204,377	127.95
Vested	Vested	(134,808)	91.39		(71,994)	128.70		Vested	(130,763)	102.60		—	—
Forfeited	Forfeited	(3,244)	99.42		(31,872)	91.67		Forfeited	(5,206)	110.59		(8,088)	119.16
Nonvested at June 30, 2021		578,462	$	107.45	656,172	$	111.10
Nonvested at March 31, 2022								Nonvested at March 31, 2022	525,606	$	111.43	846,842	$	115.05

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


Six Months Ended June 30,		2021		2020
Three Months Ended March 31,						Three Months Ended March 31,	2022		2021
Compensation expense	Compensation expense	$	21,579	$	16,353	Compensation expense	$	13,362	$	11,262
Fair value of units vested	Fair value of units vested	20,778		10,696		Fair value of units vested	12,361		19,116
Intrinsic value of units vested	Intrinsic value of units vested	28,259		12,821		Intrinsic value of units vested	15,291		25,699

The actual tax benefit realized for the tax deduction from RSUs was approximately ~~$4.0~~$2.4 million in the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. As of ~~June 30, 2021,~~March 31, 2022, there was ~~$61.3~~$71.0 million of total unrecognized compensation cost relating to RSU awards which is expected to be recognized over a weighted-average period of 22.3 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. For stock option grants, we used historical data to estimate expected life and volatility.

2421

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A summary of option activity under our stock plans during the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 is presented below:

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



	Stock Awards Plans				Director Stock Option Plans
	Options		Weighted Average Exercise Price		Options		Weighted Average Exercise Price
Outstanding, January 1, 2022	3,072,503		$	71.99	51,700		$	63.91

Exercised	(61,775)		59.68		—		—
Forfeited or expired	(400)		51.80		—		—
Outstanding at March 31, 2022	3,010,328		$	72.24	51,700		$	63.91
Exercisable at March 31, 2022	3,010,328		$	72.24	51,700		$	63.91
Weighted-Average Remaining Contractual Term (Years):
Outstanding at March 31, 2022	3.9				1.8
Exercisable at March 31, 2022	3.9				1.8
Aggregate Intrinsic Value:
Outstanding at March 31, 2022	$	136,239			$	2,770
Exercisable at March 31, 2022	$	136,239			$	2,770
Intrinsic Value of Options Exercised During the Three Months Ended:
March 31, 2022	$	3,780			$	—
March 31, 2021	$	37,454			$	2,474

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


Three Months Ended March 31,	2021
Compensation expense (included in SG&A)	$	185
Compensation expense (included in Cost of sales)	42
Compensation expense, Total	$	227
Compensation expense, net of tax	174
Grant date fair value of options vested	2,421

The reduction in stock option expense is due to our move to RSUs as discussed above. Cash received from option exercises was approximately ~~$53.0~~$3.7 million during the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. The actual tax benefit realized for the tax deduction from option exercises was approximately ~~$15.0~~$0.3 million and ~~$6.4~~$9.1 million in the ~~six~~three months ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively. As of ~~June 30, 2021,~~March 31, 2022, there is no remaining valuation of stock option awards to be expensed in future 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 six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ is as follows:

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Three Months Ended
June 30, 2021 June 30, 2020
Diluted Basic Diluted Basic
Consolidated operations
Income available to common stockholders $ 55,276 $ 55,276 $ 41,839 $ 41,839
Average equivalent shares
Shares of common stock 65,818 65,818 64,262 64,262
Effect of dilutive stock-based compensation
Stock options 1,727 — 1,661 —
Restricted stock 541 — 461 —
Total average equivalent shares 68,086 65,818 66,384 64,262
Net income per share $ 0.81 $ 0.84 $ 0.63 $ 0.65

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

Table of Contents


	Three Months Ended
	March 31, 2022				March 31, 2021
	Diluted		Basic		Diluted		Basic
Consolidated operations
Income available to common stockholders	$	62,423	$	62,423	$	83,952	$	83,952

Average equivalent shares
Shares of common stock	65,543		65,543		65,229		65,229
Effect of dilutive stock-based compensation
Stock options	1,193		—		1,869		—
Restricted stock	410		—		550		—
Total average equivalent shares	67,146		65,543		67,648		65,229
Net income per share	$	0.93	$	0.95	$	1.24	$	1.29

NOTE 16 – SEGMENT INFORMATION

We are organized into 3 reporting segments. Operations that sell dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer health care, injectables, ~~and~~ active material science solutions and digital health 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 + Home segment. Operations that sell dispensing systems, ~~and~~ sealing solutions and food service trays to the food and beverage 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, ~~2020.~~2021. 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 unrealized investment gains and losses related to observable market price changes on equity securities and other special items.

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Financial information regarding our reporting segments is shown below:


		Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021
Total Sales:	Total Sales:									Total Sales:
Pharma	Pharma	$	328,549	$	303,885	$	644,360	$	603,475	Pharma	$	346,672	$	315,811
Beauty + Home	Beauty + Home	366,641		306,469		720,018		636,935		Beauty + Home	374,475		353,377
Food + Beverage	Food + Beverage	125,918		99,023		242,621		199,324		Food + Beverage	134,767		116,703
Total Sales	Total Sales	$	821,108	$	709,377	$	1,606,999	$	1,439,734	Total Sales	$	855,914	$	785,891
Less: Intersegment Sales:	Less: Intersegment Sales:									Less: Intersegment Sales:
Pharma	Pharma	$	3,206	$	2,626	$	5,185	$	5,020	Pharma	$	4,210	$	1,979
Beauty + Home	Beauty + Home	6,395		6,683		12,826		12,589		Beauty + Home	6,276		6,431
Food + Beverage	Food + Beverage	475		763		1,202		1,267		Food + Beverage	496		727
Total Intersegment Sales	Total Intersegment Sales	$	10,076	$	10,072	$	19,213	$	18,876	Total Intersegment Sales	$	10,982	$	9,137
Net Sales:	Net Sales:									Net Sales:
Pharma	Pharma	$	325,343	$	301,259	$	639,175	$	598,455	Pharma	$	342,462	$	313,832
Beauty + Home	Beauty + Home	360,246		299,786		707,192		624,346		Beauty + Home	368,199		346,946
Food + Beverage	Food + Beverage	125,443		98,260		241,419		198,057		Food + Beverage	134,271		115,976
Net Sales	Net Sales	$	811,032	$	699,305	$	1,587,786	$	1,420,858	Net Sales	$	844,932	$	776,754
Adjusted EBITDA (1):	Adjusted EBITDA (1):									Adjusted EBITDA (1):
Pharma	Pharma	$	105,979	$	104,099	$	214,463	$	212,441	Pharma	$	115,552	$	108,484
Beauty + Home	Beauty + Home	37,910		23,974		73,266		58,221		Beauty + Home	39,498		35,356
Food + Beverage	Food + Beverage	19,626		17,785		39,616		33,192		Food + Beverage	19,235		19,990
Corporate & Other, unallocated	Corporate & Other, unallocated	(15,959)		(9,279)		(27,566)		(23,107)		Corporate & Other, unallocated	(17,970)		(11,607)
Acquisition-related costs (2)		(2,434)		(3,592)		(2,434)		(5,866)

Restructuring Initiatives ~~(3)~~(2)	Restructuring Initiatives ~~(3)~~(2)	(4,876)		(7,331)		(8,548)		(12,170)		Restructuring Initiatives ~~(3)~~(2)	(291)		(3,672)
Net investment (loss) gain (4)		(1,611)		0		15,198		0
Net unrealized investment (loss) gain (3)										Net unrealized investment (loss) gain (3)	(2,091)		16,809
Depreciation and amortization	Depreciation and amortization	(57,790)		(56,429)		(115,228)		(107,235)		Depreciation and amortization	(58,665)		(57,438)
Interest Expense	Interest Expense	(7,175)		(8,734)		(14,590)		(17,122)		Interest Expense	(8,930)		(7,415)
Interest Income	Interest Income	624		175		1,005		350		Interest Income	288		381
Income before Income Taxes	Income before Income Taxes	$	74,294	$	60,668	$	175,182	$	138,704	Income before Income Taxes	$	86,626	$	100,888

(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 unrealized investment gains and 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 six~~ months ended ~~June 30,~~March 31, 2022 and 2021 ~~and 2020~~ as follows (see Note 1918 – Restructuring Initiatives for further details):


		Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021
Restructuring Initiatives by Segment	Restructuring Initiatives by Segment									Restructuring Initiatives by Segment
Pharma	Pharma	$	38	$	(111)	$	73	$	(142)	Pharma	$	—	$	35
Beauty + Home	Beauty + Home	1,457		7,324		2,553		12,231		Beauty + Home	258		1,096
Food + Beverage	Food + Beverage	117		75		38		178		Food + Beverage	33		(79)
Corporate & Other	Corporate & Other	3,264		43		5,884		(97)		Corporate & Other	—		2,620
Total Restructuring Initiatives	Total Restructuring Initiatives	$	4,876	$	7,331	$	8,548	$	12,170	Total Restructuring Initiatives	$	291	$	3,672

~~(4)~~(3)Net unrealized investment (loss) gain represents the change in fair value of our investment in PCT (see Note 1817 – Investment in Equity Securities for further details).

~~Table of~~ ~~Contents~~

~~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 the 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 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 June 30, 2021, we have estimated the aggregate fair value for this contingent consideration arrangement to be $28.0 million.

As of the acquisition date, $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. During the second quarter of 2021, the remaining restricted cash was released. The results of Fusion's operations have been included in the Condensed Consolidated Financial Statements within our Beauty + Home segment since the date of acquisition.

~~Table of~~ ~~Contents~~

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



	~~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
Weighted-Average Useful Life (in Years) Estimated Fair Value of Assets
Acquired technology 4 $ 4,600
Customer relationships 13 62,300
Trademarks and trade names 4 10,300
License agreements and other 0.25 2,700
Total $ 79,900

Goodwill in the amount of $103.1 million was recorded related to the Fusion Acquisition which is included in the Beauty + Home 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 as well as the abilities of 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 2020 acquisitions, goodwill of $80.6 million is deductible for tax purposes.

~~Asset Acquisition~~

On October 16, 2020, we completed our acquisition of the assets of Cohero Health, Inc. ("Cohero Health") for $2.4 million. The net assets acquired and the results of Cohero Health's operations have been included in the Condensed Consolidated Financial Statements within our 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 1817 – INVESTMENT IN EQUITY SECURITIES

Our investment in equity securities consisted of the following:


		June 30, 2021		December 31, 2020			March 31, 2022		December 31, 2021
Equity Method Investments:	Equity Method Investments:					Equity Method Investments:
BTY	BTY	$	33,005	$	33,020	BTY	$	33,398	$	33,199
Sonmol	Sonmol	5,710		5,598		Sonmol	5,745		5,904
Kali Care		422		535

Desotec GmbH	Desotec GmbH	943		964		Desotec GmbH	893		919

Other Investments:	Other Investments:					Other Investments:
PureCycle	PureCycle	20,595		5,397		PureCycle	6,668		9,006
YAT						YAT	5,994		5,978
Loop	Loop	2,894		2,894		Loop	2,894		2,894
Others	Others	1,631		1,679		Others	1,545		1,585
		$	65,200	$	50,087		$	57,137	$	59,485

Equity method investments

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 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.~~control.

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. Since our investment, we have recognized approximately $1.6 million of our cumulative pro-rata share of operating losses. During ~~the fourth quarter of~~2021 and 2020, we recognized an other than temporary impairment of $0.4 million ($0.3 million after-tax) and $3.0 million ($2.3 million after-tax), respectively, 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. In addition to our investment, we also hold a note receivable from Kali Care for $1.5 million which is included in accounts and notes receivable in the Condensed Consolidated Balance Sheets. During March 2022, we recorded an expected credit loss reserve against the outstanding note receivable from Kali Care for $1.5 million as a result of a proposed sale of the business.

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 ~~Technologies (“PureCycle”)~~ that 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. During 2020, we invested an additional $1.4 million in these 2 equity investments and also received $333 thousand of equity in 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. In September 2021, we received $333 thousand of shares of PCT in exchange for our resource dedication for technological partnership and support and exercised an option to purchase $1.0 million of additional shares in connection with an FDA milestone. During October 2021, we sold 191,349 shares for $2.4 million in net proceeds, resulting in a realized gain of $2.0 million. During March 2022, we sold 107,600 shares for $1.1 million in net proceeds, resulting in a realized gain of $841 thousand. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, we recorded a net unrealized loss on our investment in PureCycle of ~~$1.6~~$1.2 million and a net unrealized gain of ~~$15.2~~$16.8 million, respectively.

~~Subsequent to the quarter end, on~~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~~Other than the expected credit loss reserve against the outstanding Kali Care note receivable, as noted above, there were 0no indications of impairment noted in the ~~six~~three months ended ~~June 30, 2021~~March 31, 2022 related to these investments.

NOTE 1918 – 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 iswas the Beauty + Home segment; however, certain global general and administrative functions ~~are~~were also ~~being~~ addressed. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, we recognized ~~$4.9~~$0.3 million and ~~$8.5~~$3.7 million of restructuring ~~costs~~expenses related to this plan, respectively. ~~For~~As of the ~~three~~end of 2021, we had successfully completed the vast majority of our planned initiatives related to our transformation plan and ~~six months ended June 30, 2020, we recognized $7.3 million and $12.2 million of~~do not expect significant additional restructuring ~~costs~~expenses 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.~~going forward. The cumulative expense incurred as of ~~June 30, 2021~~March 31, 2022 was ~~$121.5~~$136.5 million. ~~We have also made total capital investments related to this plan of approximately $50 million, with no further significant capital investments expected.~~

As of ~~June 30, 2021~~March 31, 2022 we have recorded the following activity associated with the business transformation:

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 $ 7,956 $ 144 $ (3,616) $ (130) $ 4,354
Professional fees and other costs 2,533 8,404 (9,431) (26) 1,480
Totals $ 10,489 $ 8,548 $ (13,047) $ (156) $ 5,834


	Beginning Reserve at 12/31/2021		Net Charges for the Three Months Ended 3/31/2022		Cash Paid		Interest and FX Impact		Ending Reserve at 3/31/2022
Employee severance	$	3,535	$	218	$	(1,574)	$	84	$	2,263
Professional fees and other costs	260		73		(291)		(2)		40
Totals	$	3,795	$	291	$	(1,865)	$	82	$	2,303

~~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 June 30,				Six Months Ended June 30,
		2021		2020		2021		2020
Three Months Ended March 31,										Three Months Ended March 31,	2022		2021
Net sales	Net sales	100.0	%	100.0	%	100.0	%	100.0	%	Net sales	100.0	%	100.0	%
Cost of sales (exclusive of depreciation and amortization shown below)	Cost of sales (exclusive of depreciation and amortization shown below)	64.5		63.2		63.7		62.8		Cost of sales (exclusive of depreciation and amortization shown below)	64.2		62.9
Selling, research & development and administrative	Selling, research & development and administrative	17.4		17.6		17.3		17.6		Selling, research & development and administrative	17.2		17.3
Depreciation and amortization	Depreciation and amortization	7.1		8.1		7.3		7.5		Depreciation and amortization	7.0		7.4
Restructuring initiatives	Restructuring initiatives	0.6		1.0		0.6		0.9		Restructuring initiatives	—		0.5
Operating income	Operating income	10.4		10.1		11.1		11.2		Operating income	11.6		11.9
Other income (expense)	Other income (expense)	(1.2)		(1.4)		(0.1)		(1.4)		Other income (expense)	(1.3)		1.1
Income before income taxes	Income before income taxes	9.2		8.7		11.0		9.8		Income before income taxes	10.3		13.0
Net Income	Net Income	6.8		6.0		8.8		6.8		Net Income	7.4		10.8
Effective tax rate	Effective tax rate	25.6	%	31.0	%	20.5	%	30.0	%	Effective tax rate	28.0	%	16.8	%
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	18.2	%	19.5	%	18.9	%	19.8	%	Adjusted EBITDA margin (1)	18.5	%	19.6	%

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

SIGNIFICANT DEVELOPMENTS

~~There continues~~As each of our segments produce dispensing systems that have been determined to be ~~many uncertainties regarding~~essential products by various government agencies around the ~~current~~world, our facilities have remained operational during the COVID-19 ~~pandemic, including~~pandemic. 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. We continue to follow 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 ~~approved~~work-from-home arrangements, and all of these policies and initiatives have impacted our operations.

The extent to which the COVID-19 pandemic impacts our financial results and operations for fiscal year 2022 and beyond for all three of our business segments will depend on future developments which are highly uncertain and cannot be predicted, including the emergence of new variants, the availability, adoption and efficacy of vaccines ~~within certain areas~~and boosters, the length of ~~the world~~time it takes for normal economic and ~~the potential for~~operating conditions to resume, additional governmental actions that may be taken and/or extended in response to any further resurgence of the ~~virus. However, in contrast to the preceding year, we are currently seeing a limited impact on our business related directly to the COVID-19 pandemic as economic activity~~virus and ~~customer and product mix are approaching pre-pandemic levels.~~numerous other uncertainties. No impairments were recorded as of ~~June 30, 2021~~March 31, 2022 related to the COVID-19 pandemic. ~~Due~~However, due to the general uncertainty surrounding the situation, ~~future results could be negatively affected by the pandemic~~including areas such as cost inflation, supply chain disruptions and ~~therefore our~~labor shortages, future results could be materially impacted.

~~NET SALES~~

~~We reported net sales~~The war in Ukraine and the recent COVID-19 outbreak in China have not as of ~~$811.0 million~~March 31, 2022 had a significant direct impact on our business in these regions though the near-term visibility for both of these situations is expected to remain fluid and uncertain for the ~~quarter ended June 30, 2021, which represents a 16% increase compared~~next several quarters. However, we have started to $699.3 million reported during the second quarter of 2020. The average U.S. dollar exchange rate weakened compared to the euro and other major currencies, resulting in a positive currency translation impact of 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 ofexperience some indirect impacts on our business, including higher ~~resin and other input~~energy costs and ~~increased tooling sales, also contributed to our sales growth in the quarter.~~certain supply chain interruptions.

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 %
NET SALES

Reported net sales for the first ~~six~~three months of ~~2021~~2022 increased ~~12%~~9% to ~~$1.59 billion~~$844.9 million compared to ~~$1.42 billion~~$776.8 million for the first ~~six~~three months of ~~2020.~~2021. The average U.S. dollar exchange rate ~~weakened~~strengthened compared to the euro and other major currencies in which we operate, resulting in a ~~positive~~negative currency translation impact of 6%4%. ~~The acquisition~~There was no significant impact from our acquisitions of ~~Fusion Packaging, Inc.~~Voluntis S.A. ("~~Fusion"~~Voluntis") ~~positively impacted sales by 1%.~~and Weihai Hengyu Medical Products Co., Ltd. ("Hengyu") on our consolidated results during the first quarter of 2022. Therefore, core sales, which exclude acquisitions and changes in foreign currency rates, increased by 5%13% in the first ~~six~~three months of ~~2021~~2022 compared to the same period in ~~2020. Operationally, the sales recovery within our beauty, food and beverage markets, along with the continued strong sales~~2021. Price increases to our ~~injectables and active material science solutions~~ customers ~~more than offset~~due to rising inflationary costs had a positive impact on our core sales during the ~~impact~~first quarter of ~~inventory drawdowns in~~2022. Of our ~~prescription and consumer healthcare markets. As mentioned above, we also benefited from~~13% core sales increase, approximately 5% is due to price adjustments related to the ~~pass~~passing through of higher resin and other input ~~costs and higher tooling~~costs. Excluding these inflationary pass-throughs, all three segments still reported strong core sales growth during the first ~~six months~~quarter of ~~2021.~~2022 as discussed below.

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Six Months Ended June 30, 2021 Net Sales Change over Prior Year		Pharma		Beauty + Home		Food + Beverage		Total
Three Months Ended March 31, 2022 Net Sales Change over Prior Year										Three Months Ended March 31, 2022 Net Sales Change over Prior Year	Pharma		Beauty + Home		Food + Beverage		Total
Core Sales Growth	Core Sales Growth	1	%	5	%	18	%	5	%	Core Sales Growth	13	%	10	%	18	%	13	%
Acquisitions	Acquisitions	—	%	3	%	—	%	1	%	Acquisitions	1	%	—	%	—	%	—	%
Currency Effects (1)	Currency Effects (1)	6	%	5	%	4	%	6	%	Currency Effects (1)	(5)	%	(4)	%	(2)	%	(4)	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	7	%	13	%	22	%	12	%	Total Reported Net Sales Growth	9	%	6	%	16	%	9	%

(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 June 30,								Six Months Ended June 30,
		2021		% of Total		2020		% of Total		2021		% of Total		2020		% of Total
Three Months Ended March 31,																		Three Months Ended March 31,	2022		% of Total		2021		% of Total

Domestic	Domestic	$	269,180	33	%	$	229,925	33	%	$	524,345	33	%	$	460,325	32	%	Domestic	$	280,005	33	%	$	255,165	33	%
Europe	Europe	436,993		54	%	382,066		55	%	862,682		54	%	787,915		55	%	Europe	455,131		54	%	425,689		55	%
Latin America	Latin America	56,061		7	%	43,369		6	%	105,026		7	%	94,163		7	%	Latin America	57,744		7	%	48,965		6	%
Asia	Asia	48,798		6	%	43,945		6	%	95,733		6	%	78,455		6	%	Asia	52,052		6	%	46,935		6	%

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

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

Cost of sales ~~(“COS”~~("COS") as a percent of net sales increased to ~~64.5%~~64.2% in the ~~second quarter~~first three months of ~~2021~~2022 compared to ~~63.2%~~62.9% in the second quarter of 2020. Our COS percentage was negatively impacted by both changes in our mix of sales and inflation. During the second quarter of 2021, we reported a lower percentage of our higher-margin Pharma product sales compared to the same period in 2020. We also reported an increase in our tooling sales during the second quarter of 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.~~year ago. As discussed above, we experienced significant inflationary increases in several input costs during the current quarter including resin, metals, freight, labor and ~~labor.~~utilities. While we maintain our normal pass-through of resin prices and have implemented ~~general~~ price increases to offset other cost increases, there is no margin on ~~resin pass-through costs~~these pass-throughs which increases our COS as a percentage of ~~sales.~~

COS as a percent of net sales increased to 63.7% in the first six months of 2021 compared to 62.8% in the same period a year ago. As discussed above, this increase in COS is mainly due to a shift in sales mix from our higher-margin prescription and consumer healthcare markets along with inflationary material and labor cost increases. We also recognized increased tooling sales during 2021, which typically carry lower margins than our product sales.

SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE

Selling, research & development and administrative expenses (“SG&A”) increased by ~~approximately $17.5~~$11.2 million to $140.9 million in the second quarter of 2021 compared to $123.4 million during the same period in 2020. Excluding changes in foreign currency rates, SG&A increased by approximately $11.0 million in the quarter. The increase is mainly due to higher incentive compensation costs as our 2021 operating results are significantly better than 2020. We also realized higher professional fees, especially transaction costs related to our announced acquisitions. However, SG&A as a percentage of net sales decreased to 17.4% compared to 17.6% in the same period of the prior year due to higher sales in the second quarter of 2021 compared to the prior year period.

~~SG&A increased by $25.7 million to $275.3~~$145.5 million in the first ~~six~~three months of ~~2021~~2022 compared to ~~$249.6~~$134.3 million during the same period a year ago. Excluding changes in foreign currency rates, SG&A increased by approximately ~~$13.8~~$15.6 million in the first ~~six~~three months of ~~2021~~2022 compared to the first ~~six~~three months of ~~2020. Part of~~2021. Of this increase, ~~is due~~$3.1 million relates to ~~$3.4 million~~three months of incremental SG&A costs ~~from~~in 2022 as our ~~acquisition~~acquisitions of ~~Fusion~~Hengyu and Voluntis were completed subsequent to March 31, ~~2020. As mentioned above, the~~2021. The remaining increase is ~~mainly~~partially related to higher compensation costs, including accruals related to our current short-term incentive compensation programs and the timing of certain equity compensation arrangement expense recognition. We also experienced an increase in information systems costs due to an upgrade of our enterprise reporting system along with higher ~~incentive compensation costs and~~ professional fees ~~which more than offset lower~~for internal projects and higher travel ~~and entertainment costs.~~costs compared to 2021. Finally, we recorded a $1.5 million expected credit loss reserve against the outstanding note receivable from one of our venture investments (Kali Care) as discussed in Note 17 - Investment in Equity Securities of the Condensed Consolidated Financial Statements. SG&A as a percentage of net sales decreased to ~~17.3%~~17.2% in the first quarter of 2022 compared to ~~17.6%.~~

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17.3% during the same period in the prior year.

DEPRECIATION AND AMORTIZATION

Reported depreciation and amortization expenses increased by approximately ~~$1.4~~$1.2 million to $57.8 million in the second quarter of 2021 compared to $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~~$58.7 million in the first ~~six~~three months of ~~2021~~2022 compared to ~~$107.2~~$57.4 million during the same period a year ago. Excluding changes in foreign currency rates, depreciation and amortization increased by approximately ~~$2.7~~$3.2 million in the first ~~six~~three months of ~~2021~~2022 compared to the same period a year ago. ~~The majority~~As mentioned above, approximately $1.2 million of this increase is due to ~~incremental first quarter depreciation costs~~our acquisitions of Voluntis and ~~amortization costs related~~Hengyu subsequent to ~~our Fusion acquisition. We have also increased our~~March 31, 2021 and the remaining increase relates to higher capital spending during the current and prior year to support our growth strategy. Depreciation and amortization as a percentage of net sales decreased to ~~7.3%~~7.0% in the first ~~six~~three months of ~~2021~~2022 compared to ~~7.5%~~7.4% in the same period of the prior year.

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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 iswas the Beauty + Home segment; however, certain global general and administrative functions ~~are~~were also ~~being~~ addressed. ~~Restructuring costs related to this plan for~~As of the ~~three and six months ended June 30,~~end of 2021, ~~and 2020 are as follows:~~

Three Months Ended June 30, Six Months Ended June 30,
2021 2020 2021 2020
Restructuring Initiatives by Segment
Pharma $ 38 $ (111) $ 73 $ (142)
Beauty + Home 1,457 7,324 2,553 12,231
Food + Beverage 117 75 38 178
Corporate & Other 3,264 43 5,884 (97)
Total Restructuring Initiatives $ 4,876 $ 7,331 $ 8,548 $ 12,170

Wewe have successfully ~~implemented~~completed 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~~Although 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.~~The cumulative expense incurred ~~to date is $121.5~~for this transformation plan as of March 31, 2022 was $136.5 million. ~~We have also made capital investments of approximately $50 million~~

Restructuring costs related to ~~this~~the above plan ~~with no further significant capital investments expected.~~for the three months ended March 31, 2022 and 2021 are as follows:



Three Months Ended March 31,	2022		2021
Restructuring Initiatives by Segment
Pharma	$	—	$	35
Beauty + Home	258		1,096
Food + Beverage	33		(79)
Corporate & Other	—		2,620
Total Restructuring Initiatives	$	291	$	3,672

OPERATING INCOME

Operating income increased approximately $13.9 million to $84.4 million in the second quarter of 2021 compared to $70.5 million in the same period a year ago. Excluding changes in foreign currency rates, operating income increased by approximately $8.1 million in the quarter compared to the same period a year ago. This increase is due to higher sales volumes 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 second quarter of 2021 compared to the prior year period. Operating income as a percentage of net sales increased to 10.4% in the second quarter of 2021 compared to 10.1% in the prior year period.

For the first ~~six~~three months of ~~2021,~~2022, operating income increased approximately ~~$18.1~~$5.1 million to ~~$177.0~~$97.7 million compared to ~~$158.9~~$92.6 million in the same period of the prior year. Excluding changes in foreign currency rates, operating income increased by approximately ~~$5.3~~$9.8 million in the first ~~six~~three months of ~~2021~~2022 compared to the same period a year ago. ~~As mentioned~~The strong sales growth discussed above, ~~higher operating income more than compensated for inflationary input cost increases.~~along with lower restructuring costs during the current quarter drove this improvement. Operating income as a percentage of net sales decreased ~~slightly~~ to ~~11.1%~~11.6% in the first ~~six~~three months of ~~2021~~2022 compared to ~~11.2%~~11.9% for the same period in the prior year.

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NET OTHER INCOME (EXPENSE)

Net other ~~expense in the second quarter of 2021 increased $0.3~~income (expense) decreased $19.4 million to ~~$10.1~~$11.1 million of expense for the three months ended March 31, 2022 from ~~$9.8~~$8.3 million of income in the same period of the prior year. ~~We realized a $1.6~~$18.1 million ~~loss on~~of this reduction is the change in fair value of our investment in PureCycle Technologies ~~(“PureCycle”~~("PCT" or "PureCycle") ~~during the second quarter of 2021.~~. As discussed in Note 1817 - 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~~with the change in fair value isbeing recorded as a net investment gain or loss in the Condensed Consolidated Statements of 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 offsetInterest expense increased by ~~an increase in miscellaneous expenses due to higher costs to hedge certain Latin American currencies along with higher pension costs related to the decline in discount rates.~~

~~Net other expense improved $18.4~~$1.5 million ~~to $1.8 million of expense for the six months ended June 30, 2021 from $20.2 million of expense~~ in the ~~same period~~first quarter of 2022 as a result of approximately one month of interest expense on our $400 million 3.600% Senior Notes due March 2032, which were issued on March 7, 2022. See Note 6 - Debt of the prior year. $15.2 million of this improvement is the gain on our PureCycle investment as discussed 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 in pension costs due to lower discount rates.Condensed Consolidated Financial Statements for further details.

PROVISION FOR 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 ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ respectively, was ~~25.6%~~28.0% and ~~31.0%~~16.8%. The lower ~~reported~~ effective tax rate for the three months ended ~~June 30,~~March 31, 2021 reflects ~~additional~~incremental tax benefits from employee stock-based compensation of $8.0 million and a ~~more favorable mix of earnings.~~

~~The effective~~$2.9 million benefit from changes in U.S. state tax ~~rate~~laws for the ~~six~~three months ended ~~June 30, 2021 and 2020, respectively, was 20.5% and 30.0%~~. As discussed above, this lower reported effective tax rate for the six months ended June 30, 2021 also reflects additional tax benefits from employee stock-based compensation and a more favorable mix of earnings.March 31, 2021.

NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.

We reported net income attributable to AptarGroup of ~~$55.3~~$62.4 million and ~~$139.2~~$84.0 million in the three ~~and six~~ months ended ~~June 30,~~March 31, 2022 and 2021, ~~compared to $41.8 million and $97.1 million for the same periods in the prior year.~~respectively.

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PHARMA SEGMENT

Operations that sell dispensing systems, drug delivery systems, sealing solutions and services to the prescription drug, consumer health care, injectables, ~~and~~ active material science solutions and digital health markets form ~~the~~our Pharma segment.


		Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020
Three Months Ended March 31,														Three Months Ended March 31,	2022			2021

Net Sales	Net Sales	$	325,343		$	301,259		$	639,175		$	598,455		Net Sales	$	342,462		$	313,832
Adjusted EBITDA (1)	Adjusted EBITDA (1)	105,979			104,099			214,463			212,441			Adjusted EBITDA (1)	115,552			108,484
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	32.6		%	34.6		%	33.6		%	35.5		%	Adjusted EBITDA margin (1)	33.7		%	34.6		%

(1)Adjusted EBITDA is calculated as earnings before net interest, taxes, depreciation, amortization, unallocated corporate expenses, restructuring initiatives, acquisition-related costs, net unrealized 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~~first three months of 2022 increased ~~8% in the second quarter of 2021~~by 9% to ~~$325.3~~$342.5 million compared to ~~$301.3~~$313.8 million in the ~~second quarter~~first three months of ~~2020.~~2021. Changes in ~~currencies positively affected~~currency rates negatively impacted net sales by ~~6% in~~5% while the ~~second~~acquisitions of Voluntis and Hengyu had a positive impact of 1% during the first quarter of ~~2021.~~2022. Therefore, core sales increased by 2%13% in the ~~second quarter~~first three months of ~~2021~~2022 compared to the ~~second~~same period in the prior year. All markets showed core sales growth during the first quarter of ~~2020.~~2022 with almost all of the increase due to volume versus price pass-throughs. 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%~~58% mainly on ~~growth in~~strong demand for our ~~protective packaging solutions, especially protective film~~Activ-Film products used ~~on rapid~~with at-home COVID-19 ~~tests~~test kits. Similarly, sales of our elastomeric components for COVID-19 and ~~continued strength~~other vaccines drove the 7% core sales growth in ~~product~~our injectables market. The 13% core sales togrowth in the consumer health care market was driven by higher demand for our ~~probiotics customers. Core sales~~nasal decongestant, saline rinses and dermal solutions. 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 asmarket increased 3% on solid demand for our 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~~asthma devices as many regions began to ~~the prior year period.~~experience post-pandemic re-openings.

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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
Three Months Ended March 31, 2022 Net Sales Change over Prior Year												Three Months Ended March 31, 2022 Net Sales Change over Prior Year	Prescription Drug		Consumer Health Care		Injectables		Active Material Science Solutions		Digital Health		Total
Core Sales Growth	Core Sales Growth	(8)	%	(1)	%	14	%	12	%	1	%	Core Sales Growth	3	%	13	%	7	%	58	%	—	%	13	%

Acquisitions												Acquisitions	—	%	—	%	3	%	—	%	100	%	1	%
Currency Effects (1)	Currency Effects (1)	6	%	7	%	7	%	4	%	6	%	Currency Effects (1)	(4)	%	(5)	%	(6)	%	(4)	%	—	%	(5)	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	(2)	%	6	%	21	%	16	%	7	%	Total Reported Net Sales Growth	(1)	%	8	%	4	%	54	%	100	%	9	%

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

Adjusted EBITDA in the ~~second quarter~~first three months of ~~2021~~2022 increased 2%3% to ~~$106.0~~$115.6 million compared to ~~$104.1~~$108.5 million reported in the same period of the prior year. ~~We reported~~This increase is mainly driven by our strong ~~product~~core sales growth indiscussed above. However, higher SG&A costs and incremental startup costs for 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 marketselastomeric component capacity expansion 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.margin.

BEAUTY + HOME SEGMENT

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


		Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020
Three Months Ended March 31,														Three Months Ended March 31,	2022			2021

Net Sales	Net Sales	$	360,246		$	299,786		$	707,192		$	624,346		Net Sales	$	368,199		$	346,946
Adjusted EBITDA (1)	Adjusted EBITDA (1)	37,910			23,974			73,266			58,221			Adjusted EBITDA (1)	39,498			35,356
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	10.5		%	8.0		%	10.4		%	9.3		%	Adjusted EBITDA margin (1)	10.7		%	10.2		%

~~Reported~~

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For the first three months of 2022, net sales ~~for the quarter ended June 30, 2021~~ increased ~~20%~~6% to ~~$360.2~~$368.2 million compared to ~~$299.8~~$346.9 million in the ~~second quarter~~first three months of the prior year. Changes in currency rates ~~positively~~negatively impacted net sales by ~~7% in the second quarter of 2021.~~approximately 4%. Therefore, core sales increased ~~13%~~by 10% in the ~~second quarter~~first three months of ~~2021~~2022 compared to the same ~~quarter~~period in the prior year. Approximately 6% of the ~~prior year, which was the height of the COVID-19 pandemic. Approximately 75% of this~~10% growth came from pass-through of higher input cost while the remaining amount is due to increased ~~volumes.~~volumes as sales for many of our applications began to normalize after the COVID-19 impacts seen during 2021. Core sales of our products to the beauty market increased 28% as we started to see higher consumer demand for products with our fragrance and facial skincare solutions. Personal care core sales decreased 1% as higher sales to the hair care and sun care markets were offset by declines in personal cleansing, as hand sanitizer demand began to normalize. Core sales to the home care markets increased 26% on strong demand for a variety of applications. Price adjustments related to the passing through of higher resin and other input costs, and increased tooling sales, also contributed to the top line in the quarter.

~~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 six months of 2021, net sales increased 13% to $707.2 million compared to $624.3 million in the first six months of the prior year. Changes in currency rates positively impacted net sales by 5% while our acquisition of Fusion improved sales by 3% in the first six months of 2021. Therefore, core sales increased by 5% in the first six months of 2021 compared to the same period in the prior year. Lower sales of our beauty products in the first quarter of 2021 due to the COVID-19 pandemic flipped during the second quarter of 2021 as certain economies in the U.S. and Europe began to open. Core sales of our products to the beauty market increased 7%16% during the first ~~six~~three months of ~~2021~~2022 as we experienced an increase in demand for both fragrance and ~~skin care~~color cosmetic products. Personal care core sales increased 1%8% as higher sales of our hair care and sun care applications more than offset the lower demand for our hand sanitizer dispensing ~~solutions began to normalize. Core~~solutions. Our home care market realized increased sales to ~~the home care markets increased 19% on strong demand for~~ our ~~air care,~~ dish care customers. However, it was not enough to offset lower sales to our automotive and ~~automotive products.~~industrial customers, which saw a return to a more normal demand after the higher COVID-19 related volumes we realized in the first quarter of 2021.


Six Months Ended June 30, 2021 Net Sales Change over Prior Year		Personal Care		Beauty		Home Care		Total
Three Months Ended March 31, 2022 Net Sales Change over Prior Year										Three Months Ended March 31, 2022 Net Sales Change over Prior Year	Personal Care		Beauty		Home Care		Total
Core Sales Growth	Core Sales Growth	1	%	7	%	19	%	5	%	Core Sales Growth	8	%	16	%	(9)	%	10	%
Acquisitions		—	%	6	%	—	%	3	%

Currency Effects (1)	Currency Effects (1)	4	%	7	%	5	%	5	%	Currency Effects (1)	(4)	%	(5)	%	(3)	%	(4)	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	5	%	20	%	24	%	13	%	Total Reported Net Sales Growth	4	%	11	%	(12)	%	6	%

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

Adjusted EBITDA in the ~~second quarter~~first three months of ~~2021~~2022 increased ~~58%~~12% to ~~$37.9~~$39.5 million compared to $24.0 million in the same period in the prior year. As discussed above, increases in product and tooling sales volumes drove the majority of our 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 offset the full effect of rising material and labor costs.

~~Adjusted EBITDA in the first six months of 2021 increased 26% to $73.3 million compared to $58.2~~$35.4 million reported in the same period in the prior year. ~~Similar to the second quarter discussion above,~~Strong product ~~and tooling~~ sales growth drove the majority of the Adjusted EBITDA improvement in the first ~~six~~three months of ~~2021~~2022 while ~~price adjustments and productivity gains~~operational improvements were ~~not~~ able to ~~completely~~ offset the net negative impact of ~~inflation. We also reported incremental profit during the first quarter of 2021 as our Fusion acquisition was effective at the beginning of the second quarter 2020.~~inflation and supply chain challenges in certain regions.

FOOD + BEVERAGE SEGMENT

Operations that sell dispensing systems, ~~and~~ sealing solutions and food service trays to the food and beverage markets form ~~the~~our Food + Beverage segment.


		Three Months Ended June 30,						Six Months Ended June 30,
		2021			2020			2021			2020
Three Months Ended March 31,														Three Months Ended March 31,	2022			2021

Net Sales	Net Sales	$	125,443		$	98,260		$	241,419		$	198,057		Net Sales	$	134,271		$	115,976
Adjusted EBITDA (1)	Adjusted EBITDA (1)	19,626			17,785			39,616			33,192			Adjusted EBITDA (1)	19,235			19,990
Adjusted EBITDA margin (1)	Adjusted EBITDA margin (1)	15.6		%	18.1		%	16.4		%	16.8		%	Adjusted EBITDA margin (1)	14.3		%	17.2		%

~~Reported~~Net sales for the ~~quarter ended June 30, 2021~~first three months of 2022 increased ~~approximately 28%~~by 16% to ~~$125.4~~$134.3 million compared to ~~$98.3~~$116.0 million in the ~~second quarter~~first three months of ~~the prior year.~~2021. Changes in currency rates ~~positively~~negatively impacted net sales by 5%2%. Therefore, core sales ~~for~~increased by 18% in the ~~second quarter~~first three months of ~~2021 increased 23%~~2022 compared to the same ~~quarter of~~period in the prior year. As discussed above, increased product and tooling sales, along with the pass-through of higher material costs, positively impacted the first three months of 2022. Approximately ~~60%~~12% of the 18% core sales increase is due to passing through higher resin 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 cook at home, and we realized some recovery from low beverage demand in the second quarter of the prior year.

~~Table of~~ ~~Contents~~

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 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 the first six months of 2021.costs. Core sales to the food market increased ~~20%~~18% while core sales to the beverage market increased ~~13%~~16% in the first ~~six~~three months of ~~2021~~2022 compared to the same period of the prior year. For the food ~~markets,~~market, we realized strong growth ~~as consumers continued to cook at home during the COVID-19 pandemic.~~in sauces and condiments and our food service packaging products. The beverage market also reported ~~strong~~ growth as sales of our premium bottled water ~~and on-the-go functional drink~~ products ~~began~~continued to recover from the COVID-19 pandemic ~~low~~ levels last year.


Six Months Ended June 30, 2021 Net Sales Change over Prior Year		Food		Beverage		Total
Three Months Ended March 31, 2022 Net Sales Change over Prior Year								Three Months Ended March 31, 2022 Net Sales Change over Prior Year	Food		Beverage		Total
Core Sales Growth	Core Sales Growth	20	%	13	%	18	%	Core Sales Growth	18	%	16	%	18	%

Currency Effects (1)	Currency Effects (1)	3	%	5	%	4	%	Currency Effects (1)	(2)	%	(1)	%	(2)	%
Total Reported Net Sales Growth	Total Reported Net Sales Growth	23	%	18	%	22	%	Total Reported Net Sales Growth	16	%	15	%	16	%

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

Adjusted EBITDA in the ~~second quarter~~first three months of ~~2021 increased 10%~~2022 decreased 4% to ~~$19.6~~$19.2 million compared to ~~$17.8~~$20.0 million reported in the same period of the prior year. ~~The higher product sales~~As discussed above, ~~more than compensated for increasing input costs~~we experienced increased product 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~~tooling sales ~~along with a favorable impact of the timing of our resin pass-through drove a large part of our Adjusted EBITDA~~ growth during the first ~~six months~~quarter of ~~2021.~~2022. However, our profitability was negatively impacted by some operational inefficiencies, specifically in North America, due to labor and supply chain issues. These issues, along with the lack of margin on the pass-through of higher input costs, had a negative impact on our Adjusted EBITDA margin during the current quarter.

Table of Contents

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 of 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 unrealized investment gains and 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 June 30, 2021, Corporate & Other expenses increased to $16.0 million from $9.3 million in the second quarter of 2020. The majority of this increase relates to higher incentive compensation costs as our operating results have improved significantly during the second quarter of 2021 compared to the second quarter of 2020. We also reported higher expense on the translation of our foreign entity results to the U.S. dollar and higher professional fees.

Corporate & Other expenses in the first ~~six~~three months of ~~2021~~2022 increased to ~~$27.6~~$18.0 million compared to ~~$23.1~~$11.6 million reported in the same period of the prior year. ~~As discussed above, this~~This increase is ~~mainly due~~partially related to higher compensation costs, including accruals related to our current short-term incentive compensation ~~costs,~~programs and the timing of equity compensation expense recognition including substantive vesting conditions for retirement eligible employees. We also reported higher professional fees and ~~the translation of our foreign entity results, which more than offset savings realized from lower~~ travel ~~and entertainment spending.~~

~~Table of~~ ~~Contents~~

costs compared to 2021.

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"), 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 and other 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 adjusted earnings before net interest, taxes, depreciation and amortization (“Adjusted EBITDA”), both of which exclude the business transformation charges (restructuring initiatives), acquisition-related costs, purchase accounting adjustments related to acquisitions and investments and net unrealized investment gains and losses related to observable market price changes on equity securities. Our 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~~exchange rates and ~~exchange rates,~~changes in the fair value of equity investments, or reliably predicted because they are not part of our routine activities, such as restructuring ~~initiatives~~ and ~~acquisition-related~~acquisition 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, 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 operating activities less capital expenditures plus proceeds from government grants related to 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																	Three Months Ended
		June 30, 2021																	March 31, 2022

		Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest			Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest
Net Sales	Net Sales	$	811,032		$	325,343		$	360,246		$	125,443		$	—	$	—	Net Sales	$	844,932		$	342,462		$	368,199		$	134,271		$	—	$	—

Reported net income	Reported net income	$	55,274															Reported net income	$	62,371
Reported income taxes	Reported income taxes	19,020																Reported income taxes	24,255
Reported income before income taxes	Reported income before income taxes	74,294			81,806			12,122			9,691			(22,774)		(6,551)		Reported income before income taxes	86,626			92,206			15,681			8,973			(21,592)		(8,642)
Adjustments:	Adjustments:																	Adjustments:
Restructuring initiatives	Restructuring initiatives	4,876			38			1,457			117			3,264				Restructuring initiatives	291			—			258			33			—
Net investment loss		1,611												1,611
Transaction costs related to acquisitions		2,434			2,434			—			—			—
Net unrealized investment loss																		Net unrealized investment loss	2,091												2,091

Adjusted earnings before income taxes	Adjusted earnings before income taxes	83,215			84,278			13,579			9,808			(17,899)		(6,551)		Adjusted earnings before income taxes	89,008			92,206			15,939			9,006			(19,501)		(8,642)
Interest expense	Interest expense	7,175														7,175		Interest expense	8,930														8,930
Interest income	Interest income	(624)														(624)		Interest income	(288)														(288)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	Adjusted earnings before net interest and taxes (Adjusted EBIT)	89,766			84,278			13,579			9,808			(17,899)		—		Adjusted earnings before net interest and taxes (Adjusted EBIT)	97,650			92,206			15,939			9,006			(19,501)		—
Depreciation and amortization	Depreciation and amortization	57,790			21,701			24,331			9,818			1,940				Depreciation and amortization	58,665			23,346			23,559			10,229			1,531

Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	147,556		$	105,979		$	37,910		$	19,626		$	(15,959)	$	—	Adjusted earnings before net interest, taxes, depreciation and amortization (Adjusted EBITDA)	$	156,315		$	115,552		$	39,498		$	19,235		$	(17,970)	$	—

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	18.2		%	32.6		%	10.5		%	15.6		%					Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	18.5		%	33.7		%	10.7		%	14.3		%

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		Three Months Ended																	Three Months Ended
		June 30, 2020																	March 31, 2021

		Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest			Consolidated			Pharma			Beauty + Home			Food + Beverage			Corporate & Other		Net Interest
Net Sales	Net Sales	$	699,305		$	301,259		$	299,786		$	98,260		$	—	$	—	Net Sales	$	776,754		$	313,832		$	346,946		$	115,976		$	—	$	—

Reported net income	Reported net income	$	41,860															Reported net income	$	83,939
Reported income taxes	Reported income taxes	18,808																Reported income taxes	16,949
Reported income before income taxes	Reported income before income taxes	60,668			85,467			(12,755)			8,519			(12,004)		(8,559)		Reported income before income taxes	100,888			87,670			9,688			10,010			554		(7,034)
Adjustments:	Adjustments:																	Adjustments:
Restructuring initiatives	Restructuring initiatives	7,331			(111)			7,324			75			43				Restructuring initiatives	3,672			35			1,096			(79)			2,620
Net unrealized investment gain																		Net unrealized investment gain	(16,809)												(16,809)

Transaction costs related to acquisitions		3,207			—			3,207			—			—
Purchase accounting adjustments related to acquisitions and investments		3,252			293			2,959			—			—

Adjusted earnings before income taxes	Adjusted earnings before income taxes	74,458			85,649			735			8,594			(11,961)		(8,559)		Adjusted earnings before income taxes	87,751			87,705			10,784			9,931			(13,635)		(7,034)
Interest expense	Interest expense	8,734														8,734		Interest expense	7,415														7,415
Interest income	Interest income	(175)														(175)		Interest income	(381)														(381)
Adjusted earnings before net interest and taxes (Adjusted EBIT)	Adjusted earnings before net interest and taxes (Adjusted EBIT)	83,017			85,649			735			8,594			(11,961)		—		Adjusted earnings before net interest and taxes (Adjusted EBIT)	94,785			87,705			10,784			9,931			(13,635)		—
Depreciation and amortization	Depreciation and amortization	56,429			18,617			25,939			9,191			2,682				Depreciation and amortization	57,438			20,779			24,572			10,059			2,028
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)	$	152,223		$	108,484		$	35,356		$	19,990		$	(11,607)	$	—

Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	19.5		%	34.6		%	8.0		%	18.1		%					Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales)	19.6		%	34.6		%	10.2		%	17.2		%


Net Debt to Net Capital Reconciliation	March 31,			December 31,
	2022			2021

Notes payable, revolving credit facility and overdrafts	$	841		$	147,276
Current maturities of long-term obligations, net of unamortized debt issuance costs	142,178			142,351
Long-Term Obligations, net of unamortized debt issuance costs	1,294,850			907,024
Total Debt	1,437,869			1,196,651
Less:
Cash and equivalents	355,629			122,925
Short-term investments	717			740
Net Debt	$	1,081,523		$	1,072,986

Total Stockholders' Equity	$	1,998,451		$	1,984,600
Net Debt	1,081,523			1,072,986
Net Capital	$	3,079,974		$	3,057,586

Net Debt to Net Capital	35.1		%	35.1		%

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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~~

Six Months Ended
June 30, 2020
Consolidated Pharma Beauty + Home Food + Beverage Corporate & Other Net Interest
Net Sales $ 1,420,858 $ 598,455 $ 624,346 $ 198,057 $ — $ —
Reported net income $ 97,110
Reported income taxes 41,594
Reported income before income taxes 138,704 175,321 (5,647) 14,481 (28,679) (16,772)
Adjustments:
Restructuring initiatives 12,170 (142) 12,231 178 (97)
Transaction costs related to acquisitions 4,591 — 4,591 — —
Purchase accounting adjustments related to acquisitions and investments 4,642 1,421 3,221 — —
Adjusted earnings before income taxes 160,107 176,600 14,396 14,659 (28,776) (16,772)
Interest expense 17,122 17,122
Interest income (350) (350)
Adjusted earnings before net interest and taxes (Adjusted EBIT) 176,879 176,600 14,396 14,659 (28,776) —
Depreciation and amortization 107,235 36,508 46,525 18,533 5,669
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) $ 280,747 $ 212,441 $ 58,221 $ 33,192 $ (23,107) $ —
Adjusted EBITDA margins (Adjusted EBITDA / Reported Net Sales) 19.8 % 35.5 % 9.3 % 16.8 %

~~Table of~~ ~~Contents~~

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 %


Free Cash Flow Reconciliation	Free Cash Flow Reconciliation	June 30,		June 30,		Free Cash Flow Reconciliation	March 31,		March 31,
		2021		2020			2022		2021

Net Cash Provided by Operations	Net Cash Provided by Operations	$	175,581	$	227,686	Net Cash Provided by Operations	$	92,077	$	72,185

Less:
Capital Expenditures	Capital Expenditures	137,039		122,986		Capital Expenditures	(73,058)		(63,884)
Proceeds from Government Grants						Proceeds from Government Grants	7,955		—
Free Cash Flow	Free Cash Flow	$	38,542	$	104,700	Free Cash Flow	$	26,974	$	8,301

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 ~~weakening~~strengthening U.S. dollar relative to foreign currencies has ~~an additive~~a dilutive translation effect on our financial statements. Conversely, a ~~strengthening~~weakening U.S. dollar has ~~a dilutive~~an additive effect. 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 could materially impact our results of operations. During the ~~second~~first quarter of ~~2021,~~2022, the U.S. dollar ~~weakened~~strengthened compared to the major European currencies ~~Chinese yuan,~~ and ~~most~~ Latin America currencies. This resulted in ~~an additive~~a dilutive impact on our translated results during the ~~second~~first quarter of ~~2021~~2022 when compared to the ~~second~~first quarter of ~~2020.~~

Beginning July 1, 2018, we have applied highly inflationary accounting for our Argentinian 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. As of and for the six months ended June 30, 2021, our Argentinian operations contributed less than 2.0% of consolidated net assets and revenues.2021.

QUARTERLY TRENDS

Our results of operations in the last quarter of the year typically are negatively impacted by customer plant shutdowns in December. Several of the markets we serve are impacted by the seasonality of underlying consumer products. This, in turn, may have an impact on our net sales and results of operations for those markets. ~~However, we~~We believe the diversification of our product portfolio minimizes fluctuations in our overall quarterly financial statements and results in an immaterial seasonality impact on our Condensed Consolidated Financial Statements when viewed quarter over quarter.

~~Table of~~ ~~Contents~~

However, uncertainties related to the economic recovery from the COVID-19 pandemic may impact noted historical trends.

LIQUIDITY AND CAPITAL RESOURCES

Given our current low level of leverage relative to others in our 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, pay quarterly dividends to stockholders, repurchase shares of our common stock and to make acquisitions that will contribute to the achievement of our strategic objectives. Due to uncertainty amid the war in Ukraine, the recent COVID-19 ~~pandemic, particularly~~outbreak in ~~light of variant strains of~~China and the ~~virus,~~inflationary environment, in the event that customer demand decreases significantly for a prolonged period of time 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~~increased to ~~$291.5~~$355.6 million at ~~June 30, 2021~~March 31, 2022 from ~~$305.0~~$122.9 million at December 31, ~~2020.~~2021 primarily due to proceeds from our $400 million inaugural public bond offering, as described below. Total short and long-term interest bearing debt of ~~$1.1~~$1.4 billion at ~~June 30, 2021~~March 31, 2022 was slightly ~~lower~~higher than the $1.2 billion at December 31, ~~2020.~~2021. The ratio of our Net Debt (interest bearing debt less cash and equivalents) to Net Capital (stockholders’ equity plus Net Debt) ~~decreased to 29.4%~~remained consistent at ~~June 30, 2021 compared to 32.0%~~35.1% at March 31, 2022 and December 31, ~~2020.~~2021. See the reconciliation under "Non-U.S. GAAP Measures".

In the first ~~six~~three months of ~~2021,~~2022, our operations provided approximately ~~$175.6~~$92.1 million in net cash flow compared to ~~$227.7~~$72.2 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 ~~decrease~~increase in cash provided by operations during the first ~~six~~three months of ~~2021~~2022 is primarily attributable to anbetter working capital management and lower restructuring costs. Partially offsetting the increase in ~~working capital, driven~~cash provided by ~~an increase in accounts receivable on higher June sales in 2021 compared~~operations was a $15.2 million contribution to ~~2020 and higher inventory levels built in anticipation~~our domestic benefit plans during the first quarter of ~~increased sales in the second half of 2021 including more expensive input costs, which offset higher net income.~~2022.

We used ~~$137.1~~$68.4 million in cash for investing activities during the first ~~six~~three months of ~~2021~~2022 compared to ~~$317.1~~$63.9 million during the same period a year ago. Our investment in capital projects increased ~~$14.1~~$9.2 million during the first ~~six~~three months of ~~2021~~2022 compared to the first ~~six~~three months of ~~2020.~~2021 which is primarily related to additional investments in capacity for our injectables and active material science solutions divisions, partially offset by $8.0 million received by government grant proceeds. Our ~~2021~~2022 estimated cash outlays for capital expenditures net of government grant proceeds 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, $158.1 million~~

Table of the decline in cash utilization is due to the Fusion Acquisition in 2020. Additionally, we invested $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 during the first six months of 2020. In the second half of 2021, we anticipate using approximately $160 million of cash on hand to fund acquisitions disclosed in Note 17 - Acquisitions.Contents

Financing activities ~~used $45.4~~provided $211.9 million in cash during the first ~~six~~three months of ~~2021~~2022 compared to ~~$91.3~~$45.0 million in cash ~~provided~~used by financing activities during the same period a year ago. During the first ~~six~~three months of ~~2021,~~2022, we ~~used cash on hand to repay net short term revolving debt of $52.0 million and paid $48.4 million of dividends. We~~ received proceeds from ~~stock option exercises~~long-term obligations of ~~$53.0 million. On July 20, 2021,~~$402.2 million primarily from the issuance of $400 million of our 3.600% Senior Notes due March 2032 during the first quarter of 2022. As part of our bond offering we paid ~~$56~~$3.8 million in debt issuance costs. Additionally, we repaid $144.3 million related to our revolving credit facility, paid $24.9 million of dividends and purchased $16.0 million of treasury stock. We anticipate redeeming all $75.0 million of our 3.25% private placement notes due in September 2022 during the ~~outstanding balance on~~second quarter of 2022 at a price equal to the ~~amended term loan.~~principal amount plus a make-whole premium.

On June 30, 2021, we entered into an amended and restated multi-currency revolving credit facility (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 one-year extensions in certain circumstances, and provides for unsecured financing of up to $600 million available in the U.S. and 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. As of ~~June 30, 2021,~~March 31, 2022, no balance was utilized under the revolving credit facility in the U.S. or by our wholly-owned UK subsidiary and ~~$112~~$56 million remained outstanding under the amended term facility which matures in July 2022. As of December 31, 2021, $133 million was utilized under the revolving credit facility in the U.S., €10 million (approximately $11.4 million) was utilized by our wholly-owned UK subsidiary and $56 million remained outstanding under the amended term facility. Credit facility balances are included in notes payable, revolving credit 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 ~~June 30, 2021~~March 31, 2022
Consolidated Leverage Ratio (1)	Maximum of 3.50 to 1.00	~~1.49~~1.83 to 1.00
Consolidated Interest Coverage Ratio (1)	Minimum of 3.00 to 1.00	~~18.93~~18.90 to 1.00

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

Based upon the above consolidated leverage ratio covenant, we have the ability to borrow approximately an additional ~~$1.2~~$1.0 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.~~March 31, 2022.

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~~March 31, 2022 and December 31, ~~2020,~~2021, 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.~~$30 million.

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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 ~~July 22, 2021,~~April 14, 2022, the Board of Directors declared a quarterly cash dividend of $0.38 per share payable on ~~August 25, 2021~~May 18, 2022 to stockholders of record as of ~~August 4, 2021.~~April 27, 2022.

CONTINGENCIES

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

~~OFF-BALANCE SHEET ARRANGEMENTS~~

~~We do not have significant off-balance sheet arrangements.~~

RECENTLY ISSUED ACCOUNTING STANDARDS

We have reviewed the recently issued accounting standards updates to the FASB’s Accounting Standards Codification that have future effective dates. Standards that have been adopted during ~~2021~~2022 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. 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. 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,~~December 31, 2021, we have ~~not yet modified~~amended the revolving credit facility to provide 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 ~~contracts as~~such applicable benchmark by a ~~result of reference~~replacement alternative benchmark rate ~~reform and~~or mechanism for loans made in the applicable currency. We are evaluating ~~the~~any further impact this standard may have on our Condensed Consolidated Financial ~~Statements.~~Statements and anticipate no further significant impacts.

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

OUTLOOK

~~Current macro-economic factors impacting our business are not expected to change dramatically from what we experienced in the second quarter.~~ We expect ~~several~~the broad based momentum from the first quarter to continue with growth in each segment, including strong growth of our ~~businesses, primarily beauty~~prescription drug device business which will help to compensate for lower demand for at-home COVID-19 tests. The war in Ukraine and ~~beverage, to benefit from~~ the ~~gradual and continued reopening of economies, while the customer destocking cycle~~COVID-19 outbreak in the prescription market is expected to continue through the third quarter. In these and other markets, we expect to have more favorable comparisons to the prior year second half which was severely impacted by pandemic lockdowns. Rising input costs, including raw materials and transportation, have been andChina are expected to ~~remain a headwind and we~~have some impact on our business in the respective regions though visibility remains highly uncertain. We will continue to ~~look to pass on these~~manage our operations efficiently while we mitigate rising costs ~~as necessary. Our focus remains on continuing to generate yields across all our businesses with consolidated margins expected to improve.~~through pricing initiatives and cost containment.

We expect earnings per share for the ~~third~~second quarter of ~~2021,~~2022, excluding any restructuring expenses, acquisition-related costs and changes in the fair value of equity investments, to be in the range of ~~$0.90~~$0.92 to ~~$0.98~~$1.02 and this guidance is based on an effective tax rate range of ~~28%~~27% to ~~30%~~29%.

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 and are based on our beliefs as well as assumptions made by and information currently available to us. Accordingly, our actual results or other events 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:

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•~~pandemics,~~geopolitical conflicts worldwide including the invasion of Ukraine by the Russian military and the resulting indirect impact on demand from our customers selling their products into these countries, as well as rising energy costs;

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

•economic conditions worldwide, including potential deflationary or inflationary conditions in regions we rely on for growth;

•the availability of direct labor workers and the increase in direct labor costs, especially in North America;

•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~~fluctuations in ~~regions we rely on for growth;~~

•~~political conditions worldwide;~~the cost of materials, components, transportation cost as a result of supply chain disruptions and labor shortages, and other input costs (particularly resin, metal, anodization costs and energy costs);

•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 direct labor workers and the increase in direct labor costs;~~

•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 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;

•our ability to build out acquired businesses and integrate the product/service offerings of the acquired entities into our existing product/service portfolio;

•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’ 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, ~~2020.~~2021 for additional risks and uncertainties that may cause our actual results or other events to differ materially from those expressed or implied in such forward-looking statements.

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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 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 ~~weakening~~strengthening U.S. dollar relative to foreign currencies has ~~an additive~~a dilutive translation effect on our financial condition and results of operations. Conversely, 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. 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.

The table below provides information as of ~~June 30, 2021~~March 31, 2022 about our forward currency exchange contracts. The majority of the contracts expire before the end of the ~~third~~second quarter of ~~2021.~~2022.


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	$	18,926	1.2055	18,602 - 18,926	EUR / USD	$	18,832	1.1221	14,836 - 18,832
EUR / BRL	EUR / BRL	10,823		6.5847	9,836 - 10,823	EUR / BRL	10,966		6.3613	9,735 - 10,966
CZK / EUR	CZK / EUR	4,303		0.0389	4,303 - 5,084	CZK / EUR	5,570		0.0403	5,540 - 6,534
EUR / THB	EUR / THB	4,163		38.0078	3,520 - 4,163	EUR / THB	5,098		37.2138	3,288 - 5,232
EUR / INR		3,836		91.3400	3,836 - 3,935
CHF / EUR		3,186		0.9137	3,186 - 6,834
EUR / MXN	EUR / MXN	1,618		24.2431	1,152 - 1,618	EUR / MXN	5,018		23.9103	4,346 - 5,018
MXN / USD	MXN / USD	1,400		0.0490	1,100 - 1,400	MXN / USD	4,000		0.0474	3,700 - 4,000
USD / CNY						USD / CNY	3,000		6.4313	3,000 - 3,000
CHF / EUR						CHF / EUR	2,356		0.9626	2,354 - 2,379
USD / EUR	USD / EUR	881		0.8296	442 - 2,818	USD / EUR	1,945		0.8804	1,112 - 1,945
GBP / EUR	GBP / EUR	711		1.1553	616 - 1,239	GBP / EUR	788		1.1935	335 - 788
CHF / USD						CHF / USD	459		1.0839	188 - 459
CZK / USD						CZK / USD	378		0.0445	0 - 378
EUR / CHF	EUR / CHF	95		1.0924	0 - 259	EUR / CHF	295		1.0368	30 - 746
USD / CZK						USD / CZK	113		22.0284	0 - 113
EUR / GBP						EUR / GBP	67		0.8374	67 - 149
Total	Total	$	49,942			Total	$	58,885

As of ~~June 30, 2021,~~March 31, 2022, we have recorded the fair value of foreign currency forward exchange contracts of ~~$30 thousand~~$0.4 million in prepaid and other and ~~$1.5~~$2.3 million in accounts payable, accrued and other liabilities on the 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 ~~$4.1~~$1.7 million reported in ~~accounts payable, accrued~~prepaid and other ~~liabilities~~assets on the 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 of 1934) as of ~~June 30, 2021.~~March 31, 2022. Based on that evaluation, the chief executive officer and chief financial officer have concluded that these controls and procedures were effective as of such date.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during our fiscal quarter ended ~~June 30, 2021~~March 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

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

RECENT SALES OF UNREGISTERED SECURITIES

Certain French employees are eligible to participate in the FCP Aptar Savings Plan (the “Plan”). An independent agent purchases shares of common stock available under the Plan for cash on the open market and we do not issue shares. We do not receive any proceeds from the purchase of common stock under the Plan. The agent under the Plan is 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 ~~June 30, 2021,~~March 31, 2022, the Plan purchased ~~7,490~~2,247 shares of our common stock on behalf of the participants at an average price of ~~$147.26,~~$117.50, for an aggregate amount of ~~$1.1 million,~~$264 thousand, and sold no1,123 shares of our common stock on behalf of the ~~participants.~~participants at an average price of $115.95, for an aggregate amount of $130 thousand. At ~~June 30, 2021,~~March 31, 2022, the Plan owned ~~103,242~~110,008 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 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 six~~ months ended ~~June 30, 2021,~~March 31, 2022, we ~~did not repurchase any shares.~~repurchased approximately 140 thousand shares for approximately $16.0 million. As of ~~June 30, 2021,~~March 31, 2022, there was ~~$278.5~~$184.4 million of authorized share repurchases ~~available to us. Amid~~remaining under the ~~COVID-19 pandemic, we have been focused on preserving~~existing authorization.

The following table summarizes our ~~liquidity and therefore temporarily suspended~~purchases of our ~~share repurchase plan in 2020. While we continue to assess~~securities for 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 flexibility to make repurchases from time to time depending on market conditions.~~ended March 31, 2022:



Period	Total Number Of Shares Purchased	Average Price Paid Per Share		Total Number Of Shares Purchased As Part Of Publicly Announced Plans Or Programs	Dollar Value Of Shares That May Yet Be Purchased Under The Plans Or Programs (in millions)

1/1 - 1/31/22	—	$	—	—	$	200.4
2/1 - 2/28/22	—	—		—	200.4
3/1 - 3/31/22	140,000	114.16		140,000	184.4
Total	140,000	$	114.16	140,000	$	184.4

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ITEM 6. EXHIBITS


Exhibit ~~10.1~~4.1						~~Amended and Restated Credit Agreement,~~Indenture, dated as of ~~June 30, 2021, among the~~March 7, 2022, between AptarGroup, Inc. and U.S. Bank Trust Company, ~~the financial institutions party thereto as Lenders and Wells Fargo Bank,~~ National Association, as ~~administrative agent and swingline lender,~~trustee, filed as Exhibit ~~10.1~~4.1 to ~~the Company's~~AptarGroup, Inc.'s current report on Form 8-K filed on March 7, 2022, is hereby incorporated by reference.

Exhibit 4.2						First Supplemental Indenture, dated as of March 7, 2022, between AptarGroup, Inc. and U.S. Bank Trust Company, National Association, as trustee, filed as Exhibit 4.2 to AptarGroup, Inc.'s current report on Form 8-K filed on March 7, 2022, is hereby incorporated by reference.

Exhibit 4.3						Form of 3.600% Senior Notes due 2032 (included as a part of Exhibit 4.2).

Exhibit 4.4						Assignment, Assumption and Amendment Agreement, dated as of March 1, 2022, among AptarGroup, Inc., AptarGroup UK Holdings Limited, and the holders of the 0.98% Series D Senior Notes Due July ~~2, 2021,~~19, 2023 and 1.17% Series E Senior Notes Due July 19, 2024.

Exhibit 10.1						Expatriate Letter Agreement, dated as of January 25, 2022, among AptarGroup, Inc., Aptar Europe Holding SAS and Gael Touya, including the Employment Contract Amendment Suspending the French Contract, filed as Exhibit 10.1 to AptarGroup, Inc.'s current report on Form 8-K filed on January 25, 2022, is hereby 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 ~~second~~first quarter of fiscal ~~2021,~~2022, filed with the SEC on ~~July 30, 2021,~~April 29, 2022, formatted in Inline Extensible Business Reporting Language (XBRL): (i) the Cover Page, (ii) the Condensed Consolidated Statements of Income – Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iii) the Condensed Consolidated Statements of Comprehensive Income – Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (iv) the Condensed Consolidated Balance Sheets – ~~June 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, (v) the Condensed Consolidated Statements of Changes in Equity – Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2022 and 2021, ~~and 2020,~~ (vi) the Condensed Consolidated Statements of Cash Flows - ~~Six~~Three Months Ended ~~June 30,~~March 31, 2022 and 2021 ~~and 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
						(Duly Authorized Officer and
						Principal Accounting and Financial Officer)


						Date: ~~July 30, 2021~~April 29, 2022


	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



	2020
		Weighted-Average Useful Life (in Years)	Estimated Fair Value of Assets
Acquired technology		4	$	4,600
Customer relationships		13	62,300
Trademarks and trade names		4	10,300
License agreements and other		0.25	2,700
Total			$	79,900


	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	$	7,956	$	144	$	(3,616)	$	(130)	$	4,354
Professional fees and other costs	2,533		8,404		(9,431)		(26)		1,480
Totals	$	10,489	$	8,548	$	(13,047)	$	(156)	$	5,834