RESULTS OF OPERATIONS



Quarter Ended March 31,                                              2009           2008

Net Sales                                                           100.0 %        100.0 %
Cost of sales (exclusive of depreciation and amortization
shown below)                                                         67.1           68.1
Selling, research & development and administration                   16.8           15.4
Depreciation and amortization                                         7.0            6.2

Operating Income                                                      9.1           10.3
Other income (expense)                                                (.5 )          (.4 )

Income before income taxes                                            8.6            9.9


Net income                                                            6.2 %          6.9 %


Effective Tax Rate                                                   28.1 %         30.0 %

Quarter Ended March 31,        2009       % of Total          2008       % of Total

Domestic                  $ 118,530               27 %   $ 131,259               25 %
Europe                      256,869               60 %     341,566               64 %
Other Foreign                56,417               13 %      59,433               11 %

COST OF SALES (EXCLUSIVE OF DEPRECIATION SHOWN BELOW) Our cost of sales as a percent of net sales decreased to 67.1% in the first quarter of 2009 compared to 68.1% in the same period a year ago.
The following factors positively impacted our cost of sales percentage in the first quarter of 2009:
Segment Mix. Compared to the prior year, our Pharma segment sales represented a larger percentage of our overall sales. This positively impacts our cost of sales percentage as margins on our pharmaceutical products typically are higher than the overall company average.
Declining Raw Material Costs. Raw material costs, in particular plastic resin in the U.S., decreased in the first quarter of 2009 over 2008. While the majority of these cost decreases are passed along to our customers in our selling prices, we experienced the usual lag in the timing of passing on these cost decreases. Strengthening of the U.S. Dollar. We are a net importer from Europe into the U.S. of products produced in Europe with costs denominated in Euros. As a result, when the U.S. dollar or other currencies strengthen against the Euro, products produced in Europe (with costs denominated in Euros) and sold in currencies that are stronger compared to the Euro, have a positive impact on cost of sales as a percentage of net sales.

The following factor negatively impacted our cost of sales percentage in the first quarter of 2009:
Underutilized Overhead Costs in Certain Operations. Several of our business operations, especially in the Beauty & Home business segment, saw a decrease in unit volumes produced and sold. As a result of these lower production levels, overhead costs were underutilized, thus negatively impacting cost of goods sold as a percentage of net sales.
SELLING, RESEARCH & DEVELOPMENT AND ADMINISTRATIVE Our Selling, Research & Development and Administrative expenses ("SG&A") decreased by approximately $9.1 million in the first quarter of 2009 to $72.7 million compared to $81.8 million in the same period a year ago. Changes in currency rates accounted for $7.2 million of the decrease in SG&A in the quarter. The remainder of the decrease is primarily the result of lower stock option expense. However, SG&A as a percentage of net sales still increased to 16.8% compared to 15.4% of net sales in the same period of the prior year.
DEPRECIATION AND AMORTIZATION Depreciation and amortization decreased approximately $2.9 million in the first quarter of 2009 to $30.1 million compared to $33.0 million in the first quarter of 2008. Changes in foreign currency rates accounted for a $3.3 million decrease for a net increase of $0.4 million on a constant currency basis. Depreciation and amortization as a percentage of net sales increased to 7.0% compared to 6.2% of net sales in the same period of the prior year.
OPERATING INCOME Operating income decreased approximately $15.4 million in the first quarter of 2009 to $39.3 million compared to $54.7 million in the same period in the prior year. The decrease is primarily due to the strengthening of the U.S. dollar compared to the Euro which is having a negative impact on the translation of our results in U.S. dollars and the decrease in sales of our products, particularly in the Beauty & Home segment as mentioned above. Operating income as a percentage of net sales was 9.1% in the first quarter 2009 compared to 10.3% for the same period in the prior year. This decrease is attributed to the Company's inability to reduce fixed overhead costs at the same rate as sales decline.
NET OTHER EXPENSE Net other expenses in the first quarter of 2009 increased to $2.2 million in the first quarter compared to $2.0 million in the first quarter of the prior year. Interest income decreased by $2.2 million due primarily to lower average cash balances but was offset partially by lower interest expense and net foreign currency losses.

                               EFFECTIVE TAX RATE
The reported effective tax rate decreased to 28.1% for the three months ended
March 31, 2009 compared to 30.0% in the first quarter of 2008 due primarily to
mix of where the income is earned.
                  NET INCOME ATTRIBUTABLE TO APTARGROUP, INC.
We reported net income of $26.7 million in the first quarter of 2009 compared to
$36.9 million in the first quarter of 2008.
                             BEAUTY & HOME SEGMENT
Operations that sell spray and lotion dispensing systems primarily to the
personal care, fragrance/cosmetic and household markets form the Beauty & Home
segment.


Three Months Ended March 31,                       2009          2008

Net Sales                                     $ 211,672     $ 283,763
Segment Income (1)                               10,336        28,400
Segment Income as a percentage of Net Sales         4.9 %        10.0 %

(1) The Company evaluates performance of its business units and allocates resources based upon segment income. Segment income is defined as earnings before interest expense in excess of interest income, stock option and certain corporate expenses, income taxes and unusual items. Prior year amounts have been revised to reflect the current method used to allocate certain corporate costs. For a reconciliation of segment income to income before income taxes, see Note
10 - Segment information to the Consolidated Financial Statements in Item 1.

Net sales for the quarter ended March 31, 2009 decreased 25% to $211.7 million compared to $283.8 million in the first quarter of the prior year. The strengthening U.S. dollar compared to the Euro negatively impacted the change in sales and represented 9% of the 25% decrease. Sales, excluding foreign currency changes, decreased approximately 17% in the first quarter of 2009 compared to the same period in the prior year as demand decreased in all regions with the exception of Asia. Acquisitions accounted for a 1% increase in sales. Sales of our products, excluding foreign currency changes, to the personal care market decreased 9% in the first quarter of 2009 compared to the first quarter of the prior year. The general market weakness was offset slightly by the increased sales of our Bag-on-Valves and locking actuators. Sales, excluding foreign currency changes, to the fragrance & cosmetic and household markets decreased 20% and 19%, respectively, in the first quarter of 2009 compared to the first quarter of the prior year primarily due to the general economic condition.
Segment income in the first quarter of 2009 decreased approximately 64% to $10.3 million compared to $28.4 million reported in the prior year. The lower segment income in the first quarter is due primarily to the reductions in volumes. Segment income was lower at all locations except Asia which benefited from increased sales volumes and Latin America which benefited from increased efficiencies and cost savings activities. Under absorbed fixed costs continue to negatively impact segment income and contingency plans are in effect at all locations in an effort to offset some of the impact of the volume reductions.

                                CLOSURES SEGMENT
The Closures segment designs and manufactures primarily dispensing closures.
These products are generally sold to the personal care, household and
food/beverage markets.


Three Months Ended March 31,                       2009          2008

Net Sales                                     $ 117,176     $ 134,276
Segment Income                                   11,617        10,804
Segment Income as a percentage of Net Sales         9.9 %         8.0 %

Net sales for the quarter ended March 31, 2009 decreased 13% to $117.2 million compared to $134.3 million in the first quarter of the prior year. The strengthening U.S. dollar compared to the Euro negatively impacted the change in sales and represented 10% of the 13% decrease. Core product sales decreased 6% due mainly to resin pass-through contracts with our customers. Acquisitions accounted a 3% increase in sales. Product sales, excluding foreign currency changes, to the personal care and household markets decreased approximately 5% and 27%, respectively, in the first quarter of 2009 compared to the same period in the prior year. This is primarily due to weaker demand across all regions attributed to our customers experiencing soft demand. Partially offsetting these decreases was a 7% increase in sales of our products to the food/beverage market related mainly to new products.
Despite decreased overall sales, segment income in the first quarter of 2009 increased approximately 8% to $11.6 million compared to $10.8 million reported in the prior year. The increase in segment income is primarily due to cost savings and the normal delay in the pass-through of lower resin costs to our customers.

                                 PHARMA SEGMENT
Operations that sell dispensing systems to the pharmaceutical market form the
Pharma segment.


Three Months Ended March 31,                       2009          2008

Net Sales                                     $ 102,925     $ 114,215
Segment Income                                   28,429        29,562
Segment Income as a percentage of Net Sales        27.6 %        25.9 %

Net sales for the Pharma segment declined by 10% in the first quarter of 2009 to $102.9 million compared to $114.2 million in the first quarter of 2008. The strengthening U.S. dollar compared to the Euro negatively impacted the change in sales and represented almost all of the 10% decrease. Acquisitions accounted for a 1% increase in sales. While our other segments have seen decreases in constant currency sales during the first quarter, the Pharma segment continues to see stable demand as sales of our metered dose inhaler valves ("MDI's"), which is used to dispense asthma medications, improved.
Segment income in the first quarter of 2009 decreased approximately 4% to $28.4 million compared to $29.6 million reported in the prior year. As with net sales, this decrease is attributed to an unfavorable currency comparison to 2008. Segment income as a percentage of net sales improved from 25.9% in 2008 to 27.6% in 2009 mainly due to solid sales results and good control of operating expenses.
FOREIGN CURRENCY A significant number of our operations are located outside of the United States. Because of this, movements in exchange rates may have a significant impact on the translation of the financial statements of our foreign entities. Our primary foreign exchange exposure is to the Euro, but we have foreign exchange exposure to the British Pound, South American and Asian currencies,

among others. We manage our exposures to foreign exchange principally with forward exchange contracts to hedge certain transactions and firm purchase and sales commitments denominated in foreign currencies. A strengthening U.S. dollar relative to foreign currencies has a dilutive translation effect on our financial statements. Conversely, a weakening U.S. dollar has an additive effect. In some cases, we sell products denominated in a currency different from the currency in which the related costs are incurred. Changes in exchange rates on such inter-country sales could materially impact our results of operations.
QUARTERLY TRENDS Our results of operations in the second half of the year typically are negatively impacted by customer plant shutdowns in the summer months in Europe and plant shutdowns in December. In the future, our results of operations in a quarterly period could be impacted by factors such as changes in product mix, changes in material costs, changes in growth rates in the industries to which our products are sold, recognition of equity based compensation expense for retirement eligible employees in the period of grant and changes in general economic conditions in any of the countries in which we do business.
Our estimated stock option expense on a pre-tax basis (in $ millions) for the year 2009 compared to the prior year is as follows:

                   2009       2008
First Quarter       5.0        7.2
Second Quarter      1.6        1.4
Third Quarter       1.6        1.3
Fourth Quarter      1.4        1.3

Requirement Level at March 31, 2009 Debt to total capital ratio Maximum of 55% 22%

Based upon the above debt to total capital ratio covenant we would have the ability to borrow approximately an additional $1.0 billion before the 55% requirement was exceeded.
Our foreign operations have historically met cash requirements with the use of internally generated cash or borrowings. These foreign subsidiaries have financing arrangements with several foreign banks to fund operations located outside the U.S., but all these lines are uncommitted. Cash generated by foreign operations has generally been reinvested locally. The majority of our $203.9 million in cash and equivalents is located outside of the U.S.
We believe we are in a strong financial position and have the financial resources to meet business requirements in the foreseeable future. We have historically used cash flow from operations as our primary source of liquidity. In the event that customer demand would decrease significantly for a prolonged period of time and negatively impact cash flow from operations, we would have the ability to restrict and significantly reduce capital expenditure levels, which historically have been the most significant use of cash for us. 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.
On April 15, 2009, the Board of Directors declared a quarterly dividend of $0.15 per share payable on May 20, 2009 to stockholders of record as of April 29, 2009.
OFF-BALANCE SHEET ARRANGEMENTS We lease certain warehouse, plant and office facilities as well as certain equipment under noncancelable operating leases expiring at various dates through the year 2018. Most of the operating leases contain renewal options and certain equipment

leases include options to purchase during or at the end of the lease term. Other than operating lease obligations, we do not have any off-balance sheet arrangements.
OUTLOOK While there continues to be uncertainty about the near term performance of the global economy, we expect that the conditions in the first quarter will continue into the second quarter. Difficult economic conditions have historically presented opportunities as well as challenges. The present situation, severe as it may be, is no different. While future sales visibility remains low, presently we expect that demand, particularly in our Beauty & Home and Closures segments, will increase in the second half of the year. While we have been reducing costs, we have not reduced our research and development efforts. We believe that our strong balance sheet, experienced management team and dedicated employees will enable us to weather the current economic situation and that when conditions improve, our innovative new products will drive market share growth.
Excluding any effects of the facility consolidation plan that was announced in April, 2009, we anticipate that diluted earnings per share for the second quarter of 2009 will be in the range of $0.37 to $0.42 per share compared to $0.64 per share in the prior year.

• changes in customer and/or consumer spending levels;

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

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

• significant fluctuations in foreign currency exchange rates;

• our ability to increase prices;

• our ability to contain costs and improve productivity;

• changes in capital availability or cost, including interest rate fluctuations

• our ability to meet future cash flow estimates to support our goodwill impairment testing;

• competition, including technological advances;

• our ability to protect and defend our intellectual property rights;

• the timing and magnitude of capital expenditures;

• our ability to identify potential new acquisitions and to successfully acquire and integrate such operations or products;

• work stoppages due to labor disputes;

• the demand for existing and new products;

• fiscal and monetary policy, including changes in worldwide tax rates;

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

• the success of our customers' products, particularly in the pharmaceutical industry;

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

• significant product liability claims and the costs associated with defending such claims;

• direct or indirect consequences of acts of war or terrorism;

• difficulties in complying with government regulation;

• the timing and successful completion of our facility consolidation plan;

• our successful implementation of a new worldwide ERP system starting in 2009 without disruption to our operations 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. Please refer to Item 1A ("Risk Factors") of Part 1 included in the Company's Annual Report on Form 10-K for additional risk factors affecting the Company.