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EX-10.1 - EXHIBIT 10.1 - WEST PHARMACEUTICAL SERVICES INCex101change-inxcontrolagre.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
FORM 10-Q

(Mark One)
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from            to

Commission File Number 1-8036
WEST PHARMACEUTICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania
23-1210010
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
 
 
530 Herman O. West Drive, Exton, PA
19341-0645
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: 610-594-2900

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
 
Accelerated filer
o
Non-accelerated filer
o
(Do not check if a smaller reporting company)
Smaller reporting company
o
 
 
 
Emerging growth company
o

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. o

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

As of September 30, 2017, there were 74,252,923 shares of the Registrant’s common stock outstanding.



TABLE OF CONTENTS

 
 
Page
 
FINANCIAL STATEMENTS (UNAUDITED)
 
 
 
 
 
 
 
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONTROLS AND PROCEDURES
 
 
 
 
LEGAL PROCEEDINGS
RISK FACTORS
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
OTHER INFORMATION
EXHIBITS
 
 
 
 
 
 
 
 

2


PART I. FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(In millions, except per share data)


 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Net sales
$
398.2

 
$
376.7

 
$
1,183.5

 
$
1,126.8

Cost of goods and services sold
273.2

 
255.6

 
799.4

 
749.1

Gross profit
125.0

 
121.1

 
384.1

 
377.7

Research and development
9.1

 
9.0

 
29.4

 
27.2

Selling, general and administrative expenses
61.5

 
58.3

 
183.7

 
178.9

Other (income) expense (Note 12)
(9.5
)
 
2.5

 
3.1

 
29.1

Operating profit
63.9

 
51.3

 
167.9

 
142.5

Interest expense
1.3

 
2.2

 
5.7

 
6.7

Interest income
0.3

 
0.2

 
0.9

 
0.8

Income before income taxes
62.9

 
49.3

 
163.1

 
136.6

Income tax expense
14.0

 
14.4

 
19.1

 
38.3

Equity in net income of affiliated companies
2.1

 
2.7

 
6.7

 
6.2

Net income
$
51.0

 
$
37.6

 
$
150.7

 
$
104.5

 
 
 
 
 
 
 
 
Net income per share:
 
 
 

 
 

 
 

Basic
$
0.69

 
$
0.51

 
$
2.04

 
$
1.43

Diluted
$
0.67

 
$
0.50

 
$
1.99

 
$
1.40

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 

 
 

 
 

 
 

Basic
74.2

 
73.3

 
73.8

 
73.0

Diluted
75.9

 
75.0

 
75.8

 
74.7

 
 
 
 
 
 
 
 
Dividends declared per share
$
0.14

 
$
0.13

 
$
0.40

 
$
0.37


See accompanying notes to condensed consolidated financial statements.

3


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(In millions)

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2017
 
2016
 
2017
 
2016
Net income
$
51.0

 
$
37.6

 
$
150.7

 
$
104.5

Other comprehensive income (loss), net of tax:
 

 
 
 
 

 
 

Foreign currency translation adjustments
22.5

 
5.9

 
64.7

 
15.9

Defined benefit pension and other postretirement plan adjustments, net of tax of $(0.3), $0.3, $(0.7) and $0.9, respectively
(0.7
)
 
0.6

 
(1.6
)
 
2.2

Net loss on investment securities, net of tax of $(2.9)

 

 
(5.1
)
 

Net (loss) gain on derivatives, net of tax of $(0.2), $(0.1), $(0.5) and $0.4, respectively
(0.6
)
 

 
(1.8
)
 
0.7

Other comprehensive income, net of tax
21.2

 
6.5

 
56.2

 
18.8

Comprehensive income
$
72.2

 
$
44.1

 
$
206.9

 
$
123.3


See accompanying notes to condensed consolidated financial statements.

4


CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(In millions, except per share data)
 
September 30,
2017
 
December 31,
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
269.3

 
$
203.0

Accounts receivable, net
251.8

 
200.5

Inventories
215.8

 
199.3

Other current assets
40.0

 
39.1

Total current assets
776.9

 
641.9

Property, plant and equipment
1,701.2

 
1,554.7

Less: accumulated depreciation and amortization
865.8

 
776.4

Property, plant and equipment, net
835.4

 
778.3

Investments in affiliated companies
84.6

 
82.7

Goodwill
107.1

 
103.0

Deferred income taxes
87.2

 
66.2

Intangible assets, net
22.5

 
23.3

Other noncurrent assets
16.7

 
21.3

Total Assets
$
1,930.4

 
$
1,716.7

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Current liabilities:
 

 
 

Notes payable and other current debt
$
33.2

 
$
2.4

Accounts payable
121.9

 
122.0

Pension and other postretirement benefits
2.3

 
2.2

Accrued salaries, wages and benefits
62.9

 
51.6

Income taxes payable
7.4

 
4.5

Other current liabilities
72.3

 
58.3

Total current liabilities
300.0

 
241.0

Long-term debt
196.6

 
226.2

Deferred income taxes
8.9

 
9.2

Pension and other postretirement benefits
62.0

 
75.6

Other long-term liabilities
46.0

 
47.2

Total Liabilities
613.5

 
599.2

 
 
 
 
Commitments and contingencies (Note 14)


 


 
 
 
 
Equity:
 
 
 
Preferred stock, 3.0 million shares authorized; 0 shares issued and outstanding

 

Common stock, $0.25 par value; 100.0 million shares authorized; issued: 75.1 million and 73.7 million; outstanding: 74.3 million and 73.1 million
18.7

 
18.4

Capital in excess of par value
302.9

 
260.4

Retained earnings
1,188.6

 
1,071.6

Accumulated other comprehensive loss
(130.6
)
 
(186.8
)
Treasury stock, at cost (0.8 million and 0.6 million shares)
(62.7
)
 
(46.1
)
Total Equity
1,316.9

 
1,117.5

Total Liabilities and Equity
$
1,930.4

 
$
1,716.7


See accompanying notes to condensed consolidated financial statements.

5


CONDENSED CONSOLIDATED STATEMENT OF EQUITY (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(In millions)


 
Common Stock
 
Capital in Excess of Par Value
 
Treasury Stock
 
Retained earnings
 
Accumulated other comprehensive (loss) income
 
Total
 
Shares
 
Amount
 
 
 
 
 
Balance, December 31, 2016
73.7

 
$
18.4

 
$
260.4

 
$
(46.1
)
 
$
1,071.6

 
$
(186.8
)
 
$
1,117.5

Effect of modified retrospective application of a new accounting standard (see Note 2)

 

 

 

 
(4.1
)
 

 
(4.1
)
Net income

 

 

 

 
150.7

 

 
150.7

Stock-based compensation

 

 
4.3

 
7.5

 

 

 
11.8

Shares issued under stock plans
1.4

 
0.3

 
33.9

 
6.2

 

 

 
40.4

Shares purchased under share repurchase program

 

 

 
(26.9
)
 

 

 
(26.9
)
Shares repurchased for employee tax withholdings

 

 
(0.4
)
 
(3.4
)
 

 

 
(3.8
)
Dividends declared

 

 

 

 
(29.6
)
 

 
(29.6
)
Other adjustments to capital in excess of par value

 

 
4.7

 

 

 

 
4.7

Other comprehensive income, net of tax

 

 

 

 

 
56.2

 
56.2

Balance, 9/30/2017
75.1

 
$
18.7

 
$
302.9

 
$
(62.7
)
 
$
1,188.6

 
$
(130.6
)
 
$
1,316.9


See accompanying notes to condensed consolidated financial statements.

6


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
West Pharmaceutical Services, Inc. and Subsidiaries
(In millions)
 
Nine Months Ended
September 30,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
150.7

 
$
104.5

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
69.9

 
65.9

Amortization
1.9

 
2.0

Stock-based compensation
13.6

 
14.1

Non-cash restructuring charges

 
15.9

Venezuela deconsolidation
11.1

 

Other non-cash items, net
(3.2
)
 
(3.7
)
Changes in assets and liabilities
(62.2
)
 
(51.1
)
Net cash provided by operating activities
181.8

 
147.6

 
 
 
 
Cash flows from investing activities:
 

 
 

Capital expenditures
(101.3
)
 
(122.7
)
Purchase of cost-method investment

 
(8.4
)
Cash related to deconsolidated Venezuelan subsidiary
(6.0
)
 

Other, net
3.1

 
2.0

Net cash used in investing activities
(104.2
)
 
(129.1
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Repayments of long-term debt
(1.8
)
 
(69.2
)
Dividend payments
(28.7
)
 
(26.2
)
Excess tax benefits from employee stock plans

 
13.9

Shares purchased under share repurchase program
(26.9
)
 
(26.8
)
Shares repurchased for employee tax withholdings
(3.8
)
 
(3.7
)
Proceeds from exercise of stock options and stock appreciation rights
36.0

 
21.8

Employee stock purchase plan contributions
3.2

 
2.8

Contingent consideration payments
(0.5
)
 
(0.1
)
Net cash used in financing activities
(22.5
)
 
(87.5
)
Effect of exchange rates on cash
11.2

 
0.3

Net increase (decrease) in cash and cash equivalents
66.3

 
(68.7
)
 
 
 
 
Cash and cash equivalents at beginning of period
203.0

 
274.6

Cash and cash equivalents at end of period
$
269.3

 
$
205.9


See accompanying notes to condensed consolidated financial statements.

7


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1:  Summary of Significant Accounting Policies

Basis of Presentation: The condensed consolidated financial statements included in this report are unaudited and have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and U.S. Securities and Exchange Commission (“SEC”) regulations. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, these financial statements include all adjustments, which are of a normal recurring nature, necessary for a fair statement of the financial position, results of operations, cash flows and the change in equity for the periods presented. The condensed consolidated financial statements for the three and nine months ended September 30, 2017 should be read in conjunction with the consolidated financial statements and notes thereto of West Pharmaceutical Services, Inc. and its majority-owned subsidiaries (which may be referred to as “West”, the “Company”, “we”, “us” or “our”) appearing in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”). The results of operations for any interim period are not necessarily indicative of results for the full year.

As of April 1, 2017, our consolidated financial statements exclude the results of our Venezuelan subsidiary. Please refer to Note 12, Other (Income) Expense, for further discussion.

Note 2:  New Accounting Standards

Recently Adopted Standards

In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance which removes the second step of the goodwill impairment test. A goodwill impairment charge will now be the amount by which a reporting unit's carrying amount exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. We adopted this guidance as of January 1, 2017, on a prospective basis. The adoption did not have a material impact on our financial statements.

In January 2017, the FASB issued guidance which clarifies the definition of a business to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We adopted this guidance as of January 1, 2017, on a prospective basis. The adoption did not have a material impact on our financial statements.

In October 2016, the FASB issued guidance which requires companies to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We adopted this guidance as of January 1, 2017, on a modified retrospective basis. As a result of the adoption, a cumulative-effect adjustment of $4.1 million was recorded within retained earnings in our condensed consolidated balance sheet as of January 1, 2017, for unamortized tax expense previously deferred and previously unrecognized deferred tax assets.

In March 2016, the FASB issued guidance that simplifies several aspects of the accounting for share-based payment transactions, including income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. We adopted this guidance as of January 1, 2017, on a prospective basis as it relates to the timing or recognition and classification of share-based compensation award-related income tax effects. For the three and nine months ended September 30, 2017, we recorded a tax benefit of $4.8 million and $30.3 million, respectively, within income tax expense in our condensed consolidated statement of income. These tax benefits were recorded within capital in excess of par value in our condensed consolidated balance sheet in the

8


prior-year period. Also per the amended guidance, we classified the $30.3 million of excess tax benefits within net cash provided by operating activities in our condensed consolidated statement of cash flows, rather than net cash used in financing activities, which included the excess tax benefits for the nine months ended September 30, 2016. The amended guidance allows entities to account for award forfeitures as they occur, however, we have elected to continue to estimate forfeitures expected to occur to determine the amount of compensation cost to be recognized in each period. We expect to record additional tax benefits throughout 2017.

In March 2016, the FASB issued guidance that simplifies the transition to the equity method of accounting. This guidance eliminates the requirement to retroactively adopt the equity method of accounting when there is an increase in the level of ownership interest or degree of influence. We adopted this guidance as of January 1, 2017, on a prospective basis. The adoption did not have a material impact on our financial statements.

In July 2015, the FASB issued guidance regarding the subsequent measurement of inventory. This guidance requires inventory measured using any method other than last-in, first-out or the retail inventory method to be measured at the lower of cost and net realizable value. Net realizable value represents estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. We adopted this guidance as of January 1, 2017, on a prospective basis. The adoption did not have a material impact on our financial statements.

Standards Issued Not Yet Adopted

In August 2017, the FASB issued guidance which expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Early adoption is permitted. We are currently evaluating our adoption timing and the impact that this guidance will have on our financial statements.

In May 2017, the FASB issued guidance which amends the scope of modification accounting for share-based payment arrangements. The guidance focuses on changes to the terms or conditions of share-based payment awards that would require the application of modification accounting and specifies that an entity would not apply modification accounting if its fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact that this guidance will have on our financial statements.

In March 2017, the FASB issued guidance on the presentation of net periodic pension and postretirement benefit cost (net benefit cost). The guidance requires the bifurcation of net benefit cost. The service cost component will be presented with other employee compensation costs in operating income (or capitalized in assets) and the other components will be reported separately outside of operations, and will not be eligible for capitalization. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. Upon adoption, we will apply the income statement classification provisions of this guidance retrospectively, and will reclassify net benefit cost components other than service cost from operating income to outside of operations. Net periodic benefit cost for the three and nine months ended September 30, 2017 was $1.4 million and $5.3 million, respectively, of which $2.5 million and $7.8 million, respectively, related to service cost. This guidance has no impact on net income.

In November 2016, the FASB issued guidance on the classification and presentation of restricted cash in the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. As of September 30, 2017, we had no restricted cash.

In August 2016, the FASB issued guidance to reduce the diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted. We are currently evaluating the impact that this guidance will have on our financial statements.

9



In February 2016, the FASB issued guidance on the accounting for leases. This guidance requires lessees to recognize lease assets and lease liabilities on the balance sheet and to expand disclosures about leasing arrangements, both qualitative and quantitative. In terms of transition, the guidance requires adoption based upon a modified retrospective approach. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. We are currently evaluating the impact that this guidance will have on our financial statements. As of September 30, 2017, future minimum rental payments under non-cancelable operating leases were $77.6 million.

In January 2016, the FASB issued guidance that addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. We believe that the adoption of this guidance will not have a material impact on our financial statements.

In May 2014, the FASB issued guidance on the accounting for revenue from contracts with customers that will supersede most existing revenue recognition guidance, including industry-specific guidance. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the guidance requires enhanced disclosures regarding the nature, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The FASB subsequently issued additional clarifying standards to address issues arising from implementation of the new revenue recognition standard. This guidance is effective for interim and annual reporting periods beginning on or after December 15, 2017. Early adoption is permitted as of one year prior to the current effective date. Entities can choose to apply the guidance using either a full retrospective approach or a modified retrospective approach. Based on the results of the procedures performed through September 30, 2017, which has included a review of a representative sample of our contracts across our reportable segments and revenue streams, we believe that the adoption of this guidance will not have a material impact on our financial statements, particularly as the majority of our net sales relates to the sale of packaging components. We continue to review the impact that the adoption of this guidance will have on our other revenue streams, our financial statement disclosures, as well as our accounting policies, business processes, and internal controls. We expect to apply the guidance using the modified retrospective approach.

Note 3:  Net Income Per Share

The following table reconciles the shares used in the calculation of basic net income per share to those used for diluted net income per share:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
(In millions)
2017
 
2016
 
2017
 
2016
Net income
$
51.0

 
$
37.6

 
$
150.7

 
$
104.5

 
 
 
 
 
 
 
 
Weighted average common shares outstanding
74.2

 
73.3

 
73.8

 
73.0

Dilutive effect of equity awards, based on the treasury stock method
1.7

 
1.7

 
2.0

 
1.7

Weighted average shares assuming dilution
75.9

 
75.0

 
75.8

 
74.7


During the three months ended September 30, 2017 and 2016, there were 0.5 million and 0.1 million shares, respectively, from stock-based compensation plans not included in the computation of diluted net income per share because their impact was antidilutive. There were 0.4 million and 0.1 million antidilutive shares outstanding during the nine months ended September 30, 2017 and 2016, respectively.

In December 2016, we announced a share repurchase program authorizing the repurchase of up to 800,000 shares of our common stock from time to time on the open market or in privately-negotiated transactions as permitted under

10


the Securities Exchange Act of 1934 Rule 10b-18. The number of shares to be repurchased and the timing of such transactions will depend on a variety of factors, including market conditions. The program commenced on January 1, 2017 and is expected to be completed by December 31, 2017. There were no shares purchased during the three months ended September 30, 2017. During the nine months ended September 30, 2017, we purchased 325,000 shares of our common stock under the program at a cost of $26.9 million, or an average price of $82.84 per share.

Note 4:  Inventories

Inventories are valued at the lower of cost (on a first-in, first-out basis) and net realizable value. Inventory balances were as follows:
($ in millions)
September 30,
2017
 
December 31,
2016
Raw materials
$
89.2

 
$
78.0

Work in process
33.7

 
28.9

Finished goods
92.9

 
92.4

 
$
215.8

 
$
199.3


Note 5:  Affiliated Companies

At September 30, 2017 and December 31, 2016, the aggregate carrying amount of investments in equity-method affiliates was $71.2 million and $69.3 million, respectively, and the aggregate carrying amount of cost-method investments, for which fair value was not readily determinable, was $13.4 million at both period-ends. We test our cost-method investments for impairment whenever circumstances indicate that the carrying value of the investments may not be recoverable. Please refer to Note 5, Affiliated Companies, to the consolidated financial statements in our 2016 Annual Report for additional details.

Note 6:  Debt

The following table summarizes our long-term debt obligations, net of unamortized debt issuance costs and current maturities. The interest rates shown in parentheses are as of September 30, 2017.
($ in millions)
September 30,
2017
 
December 31,
2016
Term loan, due January 1, 2018 (2.74%)
$
33.1

 
$
34.9

Note payable, due December 31, 2019
0.1

 
0.2

Credit Facility, due October 15, 2020 (1.00%)
29.3

 
26.4

Series A notes, due July 5, 2022 (3.67%)
42.0

 
42.0

Series B notes, due July 5, 2024 (3.82%)
53.0

 
53.0

Series C notes, due July 5, 2027 (4.02%)
73.0

 
73.0

 
230.5

 
229.5

Less: unamortized debt issuance costs
0.7

 
0.9

Total debt
229.8

 
228.6

Less: current portion of long-term debt
33.2

 
2.4

Long-term debt, net
$
196.6

 
$
226.2


Please refer to Note 8, Debt, to the consolidated financial statements in our 2016 Annual Report for additional details regarding our debt agreements.


11


At September 30, 2017, we had $29.3 million in outstanding long-term borrowings under our $300.0 million multi-currency revolving credit facility (the “Credit Facility”), of which $4.5 million was denominated in Japanese Yen (“Yen”) and $24.8 million was denominated in Euro. These borrowings, together with outstanding letters of credit of $3.0 million, resulted in an available borrowing capacity under the Credit Facility of $267.7 million at September 30, 2017. Please refer to Note 7, Derivative Financial Instruments, for a discussion of the foreign currency hedges associated with this facility.

In addition, at September 30, 2017, we had $33.1 million outstanding under our five-year term loan due January 2018, all of which was classified as current. Please refer to Note 7, Derivative Financial Instruments, for a discussion of the interest-rate swap agreement associated with this loan, and please refer to Note 16, Subsequent Event, for additional details regarding this loan.

Note 7:  Derivative Financial Instruments

Our ongoing business operations expose us to various risks such as fluctuating interest rates, foreign exchange rates and increasing commodity prices. To manage these market risks, we periodically enter into derivative financial instruments such as interest rate swaps, options and foreign exchange contracts for periods consistent with and for notional amounts equal to or less than the related underlying exposures. We do not purchase or hold any derivative financial instruments for investment or trading purposes. All derivatives are recorded in our condensed consolidated balance sheet at fair value.

Interest Rate Risk
  
At September 30, 2017, we had a $33.1 million forward-start interest rate swap outstanding that hedges the variability in cash flows due to changes in the applicable interest rate of our variable-rate five-year term loan. Under this swap, we receive variable interest rate payments based on one-month London Interbank Offered Rate (“LIBOR”) plus a margin in return for making monthly fixed interest payments at 5.41%. We designated this swap as a cash flow hedge. Please refer to Note 16, Subsequent Event, for additional details regarding this forward-start interest rate swap agreement.

Foreign Exchange Rate Risk

We have entered into forward exchange contracts, designated as fair value hedges, to manage our exposure to fluctuating foreign exchange rates on cross-currency intercompany loans. As of September 30, 2017, the total amount of these forward exchange contracts was €72.5 million and kr83.4 million. As of December 31, 2016, the total amount of these forward exchange contracts was €57.5 million.

In addition, we have entered into several foreign currency contracts, designated as cash flow hedges, for periods of up to eighteen months, intended to hedge the currency risk associated with a portion of our forecasted transactions denominated in foreign currencies. As of September 30, 2017, we had outstanding foreign currency contracts to purchase and sell certain pairs of currencies, as follows:

(in millions)
 
 
Sell
Currency
Purchase
 
U. S. Dollar (USD)
Euro
USD
46.3

 

41.8

Yen
5,255.3

 
28.3

16.6

Singapore Dollar
29.9

 
14.6

6.2


At September 30, 2017, a portion of our debt consisted of borrowings denominated in currencies other than USD. We have designated our €21.0 million ($24.8 million) Euro-denominated borrowings under our Credit Facility as a hedge of our net investment in certain European subsidiaries. A cumulative foreign currency translation loss of $1.0 million pre-tax ($0.6 million after tax) on this debt was recorded within accumulated other comprehensive loss as of

12


September 30, 2017. We have also designated our ¥500.0 million ($4.5 million) Yen-denominated borrowings under our Credit Facility as a hedge of our net investment in Daikyo Seiko, Ltd. (“Daikyo”). At September 30, 2017, there was a cumulative foreign currency translation loss on this Yen-denominated debt of $0.3 million pre-tax ($0.2 million after tax), which was also included within accumulated other comprehensive loss.

Commodity Price Risk

Many of our proprietary products are made from synthetic elastomers, which are derived from the petroleum refining process. We purchase the majority of our elastomers via long-term supply contracts, some of which contain clauses that provide for surcharges related to fluctuations in crude oil prices. The following economic hedges did not qualify for hedge accounting treatment since they did not meet the highly effective requirement at inception.

In November 2016, we purchased a series of call options for a total of 96,525 barrels of crude oil to mitigate our exposure to such oil-based surcharges and protect operating cash flows with regards to a portion of our forecasted elastomer purchases through November 2017. With these contracts, we may benefit from an increase in crude oil prices, as there is no downward exposure other than the $0.2 million premium that we paid to purchase the contracts.

During the three months ended September 30, 2017, the loss recorded in cost of goods and services sold related to these call options was less than $0.1 million. During the nine months ended September 30, 2017, the loss recorded in cost of goods and services sold related to these call options was $0.2 million.

As of September 30, 2017, we had outstanding contracts to purchase 17,550 barrels of crude oil, at a strike price of $60 per barrel.

Effects of Derivative Instruments on Financial Position and Results of Operations

Please refer to Note 8, Fair Value Measurements, for the balance sheet location and fair values of our derivative instruments as of September 30, 2017 and December 31, 2016.

The following table summarizes the effects of derivative instruments designated as hedges on other comprehensive income (“OCI”) and earnings, net of tax:
 
Amount of (Loss) Gain Recognized in OCI for the
 
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income for the
 
Location of Loss (Gain) Reclassified from Accumulated OCI into Income
 
Three Months Ended
September 30,
 
Three Months Ended
September 30,
 
($ in millions)
2017
 
2016
 
2017
 
2016
 
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
Foreign currency hedge contracts
$
(0.7
)
 
$

 
$
0.4

 
$

 
Net sales
Foreign currency hedge contracts
(0.9
)
 
(0.3
)
 
0.3

 

 
Cost of goods and services sold
Interest rate swap contracts

 

 
0.2

 
0.2

 
Interest expense
Forward treasury locks

 

 
0.1

 
0.1

 
Interest expense
Total
$
(1.6
)
 
$
(0.3
)
 
$
1.0

 
$
0.3

 
 
Net Investment Hedges:
 

 
 

 
 

 
 

 
 
Foreign currency-denominated debt
$
(0.5
)
 
$
(0.2
)
 
$

 
$

 
Other (income) expense
Total
$
(0.5
)
 
$
(0.2
)
 
$

 
$

 
 


13


 
Amount of (Loss) Gain Recognized in OCI for the
 
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income for the
 
Location of Loss (Gain) Reclassified from Accumulated OCI into Income
 
Nine Months Ended
September 30,
 
Nine Months Ended
September 30,
 
($ in millions)
2017
 
2016
 
2017
 
2016
 
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
 
Foreign currency hedge contracts
$
(1.6
)
 
$
(0.3
)
 
$
0.7

 
$
0.1

 
Net sales
Foreign currency hedge contracts
(2.0
)
 
0.3

 
0.4

 

 
Cost of goods and services sold
Interest rate swap contracts

 
(0.2
)
 
0.5

 
0.6

 
Interest expense
Forward treasury locks

 

 
0.2

 
0.2

 
Interest expense
Total
$
(3.6
)
 
$
(0.2
)
 
$
1.8

 
$
0.9

 
 
Net Investment Hedges:
 

 
 

 
 

 
 

 
 
Foreign currency-denominated debt
$
(1.7
)
 
$
(1.3
)
 
$

 
$

 
Other (income) expense
Total
$
(1.7
)
 
$
(1.3
)
 
$

 
$

 
 

For the three and nine months ended September 30, 2017 and 2016, there was no material ineffectiveness related to our hedges.

Note 8:  Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The following fair value hierarchy classifies the inputs to valuation techniques used to measure fair value into one of three levels:

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.


14


The following tables present the assets and liabilities recorded at fair value on a recurring basis:
 
Balance at
 
Basis of Fair Value Measurements
($ in millions)
September 30,
2017
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Deferred compensation assets
$
8.5

 
$
8.5

 
$

 
$

Foreign currency contracts
1.0

 

 
1.0

 

 
$
9.5

 
$
8.5

 
$
1.0

 
$

Liabilities:
 

 
 

 
 

 
 

Contingent consideration
$
8.0

 
$

 
$

 
$
8.0

Deferred compensation liabilities
9.5

 
9.5

 

 

Interest rate swap contract
0.2

 

 
0.2

 

Foreign currency contracts
4.7

 

 
4.7

 

 
$
22.4

 
$
9.5

 
$
4.9

 
$
8.0


 
Balance at
 
Basis of Fair Value Measurements
($ in millions)
December 31,
2016
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
Deferred compensation assets
$
7.4

 
$
7.4

 
$

 
$

Foreign currency contracts
0.2

 

 
0.2

 

 
$
7.6

 
$
7.4

 
$
0.2

 
$

Liabilities:
 

 
 

 
 

 
 

Contingent consideration
$
8.0

 
$

 
$

 
$
8.0

Deferred compensation liabilities
8.4

 
8.4

 

 

Interest rate swap contract
1.0

 

 
1.0

 

Foreign currency contracts
1.6

 

 
1.6

 

 
$
19.0

 
$
8.4

 
$
2.6

 
$
8.0


Deferred compensation assets are included within other noncurrent assets and are valued using a market approach based on quoted market prices in an active market. The fair value of our foreign currency contracts, included within other current assets and other current liabilities, is valued using an income approach based on quoted forward foreign exchange rates and spot rates at the reporting date. The fair value of our contingent consideration, included within other current and other long-term liabilities, is discussed further in the section related to Level 3 fair value measurements. The fair value of deferred compensation liabilities is based on quoted prices of the underlying employees’ investment selections and is included within other long-term liabilities. Our interest rate swap, included within other current and other long-term liabilities, is valued based on the terms of the contract and observable market inputs (i.e., LIBOR, Eurodollar synthetic forwards and swap spreads). Please refer to Note 7, Derivative Financial Instruments, for further discussion of our derivatives.

Level 3 Fair Value Measurements

The fair value of the contingent consideration liability related to the SmartDose® technology platform (the “SmartDose contingent consideration”) was initially determined using a probability-weighted income approach, and is revalued at each reporting date or more frequently if circumstances dictate. Changes in the fair value of this obligation are recorded as income or expense within other (income) expense in our condensed consolidated

15


statements of income. The significant unobservable inputs used in the fair value measurement of the SmartDose contingent consideration are the sales projections, the probability of success factors, and the discount rate. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement. As development and commercialization of the SmartDose technology platform progresses, we may need to update the sales projections, the probability of success factors, and the discount rate used. This could result in a material increase or decrease to the SmartDose contingent consideration.

The following table provides a summary of changes in our Level 3 fair value measurements:
 
($ in millions)
Balance, December 31, 2015
$
6.0

Increase in fair value recorded in earnings
2.3

Payments
(0.3
)
Balance, December 31, 2016
8.0

Increase in fair value recorded in earnings
0.5

Payments
(0.5
)
Balance, September 30, 2017
$
8.0


Other Financial Instruments

We believe that the carrying amounts of our cash and cash equivalents and accounts receivable approximate their fair values due to their near-term maturities.

The estimated fair value of long-term debt is based on quoted market prices for debt issuances with similar terms and maturities and is classified as Level 2 within the fair value hierarchy. At September 30, 2017, the estimated fair value of long-term debt was $201.0 million compared to a carrying amount of $196.6 million. At December 31, 2016, the estimated fair value of long-term debt was $228.3 million and the carrying amount was $226.2 million.

Note 9:  Stock-Based Compensation

The West Pharmaceutical Services, Inc. 2016 Omnibus Incentive Compensation Plan (the “2016 Plan”) provides for the granting of stock options, stock appreciation rights, restricted stock awards and performance awards to employees and non-employee directors. A committee of the Board of Directors determines the terms and conditions of awards to be granted. Vesting requirements vary by award. At September 30, 2017, there were 4,602,225 shares remaining in the 2016 Plan for future grants.

During the nine months ended September 30, 2017, we granted 443,936 stock options at a weighted average exercise price of $83.88 per share based on the grant-date fair value of our stock to key employees under the 2016 Plan. The weighted average grant date fair value of options granted was $18.04 per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of 2.04%; expected life of 5.9 years based on prior experience; stock volatility of 19.9% based on historical data; and a dividend yield of 0.7%. Stock option expense is recognized over the vesting period, net of forfeitures.

During the nine months ended September 30, 2017, we granted 91,803 performance share unit (“PSU”) awards at a weighted average grant-date fair value of $83.97 per share to key employees under the 2016 Plan. Each PSU award entitles the holder to one share of our common stock if the annual growth rate of revenue and return on invested capital targets are achieved over a three-year performance period. Shares earned under PSU awards may vary from 0% to 200% of an employee’s targeted award. The fair value of PSU awards is based on the market price of our stock at the grant date and is recognized as expense over the performance period, adjusted for estimated target outcomes and net of forfeitures.


16


Total stock-based compensation expense for both the three months ended September 30, 2017 and 2016 was $4.6 million. For the nine months ended September 30, 2017 and 2016, stock-based compensation expense was $13.6 million and $14.1 million, respectively.

Note 10:  Benefit Plans

The components of net periodic benefit cost for the three months ended September 30 were as follows ($ in millions):
 
Pension benefits
 
Other retirement benefits
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Service cost
$
2.5

 
$
2.3

 
$

 
$
0.1

 
$
2.5

 
$
2.4

Interest cost
2.4

 
2.7

 

 
0.1

 
2.4

 
2.8

Expected return on assets
(3.4
)
 
(3.1
)
 

 

 
(3.4
)
 
(3.1
)
Amortization of prior service credit
(0.3
)
 
(0.3
)
 
(0.1
)
 

 
(0.4
)
 
(0.3
)
Recognized actuarial losses (gains)
1.2

 
1.3

 
(0.9
)
 
(0.3
)
 
0.3

 
1.0

Net periodic benefit cost
$
2.4

 
$
2.9

 
$
(1.0
)
 
$
(0.1
)
 
$
1.4

 
$
2.8


 
Pension benefits
 
Other retirement benefits
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
U.S. plans
$
1.7

 
$
2.3

 
$
(1.0
)
 
$
(0.1
)
 
$
0.7

 
$
2.2

International plans
0.7

 
0.6

 

 

 
0.7

 
0.6

Net periodic benefit cost
$
2.4

 
$
2.9

 
$
(1.0
)
 
$
(0.1
)
 
$
1.4

 
$
2.8


The components of net periodic benefit cost for the nine months ended September 30 were as follows ($ in millions):
 
Pension benefits
 
Other retirement benefits
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
Service cost
$
7.8

 
$
7.6

 
$

 
$
0.4

 
$
7.8

 
$
8.0

Interest cost
7.3

 
7.9

 
0.2

 
0.3

 
7.5

 
8.2

Expected return on assets
(10.1
)
 
(9.5
)
 

 

 
(10.1
)
 
(9.5
)
Amortization of transition obligation

 
0.1

 

 

 

 
0.1

Amortization of prior service credit
(1.0
)
 
(1.0
)
 
(0.5
)
 

 
(1.5
)
 
(1.0
)
Recognized actuarial losses (gains)
3.6

 
3.6

 
(2.0
)
 
(1.0
)
 
1.6

 
2.6

Net periodic benefit cost
$
7.6

 
$
8.7

 
$
(2.3
)
 
$
(0.3
)
 
$
5.3

 
$
8.4


 
Pension benefits
 
Other retirement benefits
 
Total
 
2017
 
2016
 
2017
 
2016
 
2017
 
2016
U.S. plans
$
5.5

 
$
6.9

 
$
(2.3
)
 
$
(0.3
)
 
$
3.2

 
$
6.6

International plans
2.1

 
1.8

 

 

 
2.1

 
1.8

Net periodic benefit cost
$
7.6

 
$
8.7

 
$
(2.3
)
 
$
(0.3
)
 
$
5.3

 
$
8.4


During the nine months ended September 30, 2017, we contributed $20.0 million to our U.S. qualified pension plan.


17


Effective January 1, 2019, except for interest crediting, benefit accruals under our U.S. qualified and non-qualified defined benefit pension plans will cease.

Note 11:  Accumulated Other Comprehensive Loss
 
The following table presents the changes in the components of accumulated other comprehensive loss, net of tax, for the nine months ended September 30, 2017:

($ in millions)
Losses on
cash flow
hedges
 
Unrealized gains
on investment
securities
 
Defined benefit
pension and other
postretirement plans
 
Foreign
currency
translation
 
Total
Balance, December 31, 2016
$
(3.2
)
 
$
5.2

 
$
(45.4
)
 
$
(143.4
)
 
$
(186.8
)
Other comprehensive (loss) income before reclassifications
(3.6
)
 
(5.1
)
 
(1.8
)
 
64.7

 
54.2

Amounts reclassified out
1.8

 

 
0.2

 

 
2.0

Other comprehensive (loss) income, net of tax
(1.8
)
 
(5.1
)
 
(1.6
)
 
64.7

 
56.2

Balance, September 30, 2017
$
(5.0
)
 
$
0.1

 
$
(47.0
)
 
$
(78.7
)
 
$
(130.6
)

A summary of the reclassifications out of accumulated other comprehensive loss is presented in the following table ($ in millions):
 
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
Location on Statement of Income
Detail of components
 
2017
 
2016
 
2017
 
2016
 
Losses on cash flow hedges:
 
 
 
 
 
 
 
 
 
 
Foreign currency contracts
 
$
(0.5
)
 
$

 
$
(0.8
)
 
$

 
Net sales
Foreign currency contracts
 
(0.5
)
 
(0.1
)
 
(0.6
)
 
(0.2
)
 
Cost of goods and services sold
Interest rate swap contracts
 
(0.2
)
 
(0.3
)
 
(0.7
)
 
(1.0
)
 
Interest expense
Forward treasury locks
 
(0.1
)
 
(0.1
)
 
(0.3
)
 
(0.2
)
 
Interest expense
Total before tax
 
(1.3
)
 
(0.5
)
 
(2.4
)
 
(1.4
)
 
 
Tax expense
 
0.3

 
0.2

 
0.6

 
0.5

 
 
Net of tax
 
$
(1.0
)
 
$
(0.3
)
 
$
(1.8
)
 
$
(0.9
)
 
 
Amortization of defined benefit pension and other postretirement plans:
 
 
 
 
 
 
 
 
 
 
Transition obligation
 
$

 
$

 
$

 
$
(0.1
)
 
(a)
Prior service credit
 
0.4

 
0.3

 
1.5

 
1.0

 
(a)
Actuarial losses
 
(0.3
)
 
(1.0
)
 
(1.6
)
 
(2.6
)
 
(a)
Total before tax
 
0.1

 
(0.7
)
 
(0.1
)
 
(1.7
)
 
 
Tax expense
 
(0.1
)
 
0.2

 
(0.1
)
 
0.6

 
 
Net of tax
 
$

 
$
(0.5
)
 
$
(0.2
)
 
$
(1.1
)
 
 
Total reclassifications for the period, net of tax
 
$
(1.0
)
 
$
(0.8
)
 
$
(2.0
)
 
$
(2.0
)
 
 

(a)     These components are included in the computation of net periodic benefit cost. Please refer to Note 10, Benefit Plans, for additional details.

18



Note 12:  Other (Income) Expense

Other (income) expense consists of:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
($ in millions)
2017
 
2016
 
2017
 
2016
Restructuring and related charges:
 
 
 
 
 
 
 
Severance and post-employment benefits
$

 
$
1.4

 
$

 
$
7.8

Asset-related charges

 
0.9

 

 
15.9

Total restructuring and related charges

 
2.3

 

 
23.7

Venezuela currency devaluation

 

 

 
2.7

Venezuela deconsolidation

 

 
11.1

 

Development and licensing income
(9.5
)
 
(0.4
)
 
(10.3
)
 
(1.2
)
Contingent consideration costs
(0.2
)
 

 
0.5

 
1.9

Other items
0.2

 
0.6

 
1.8

 
2.0

Total other (income) expense
$
(9.5
)
 
$
2.5

 
$
3.1

 
$
29.1


Restructuring and Related Charges

On February 15, 2016, our Board of Directors approved a restructuring plan designed to repurpose several of our production facilities in support of growing high-value proprietary products and to realign operational and commercial activities to meet the needs of our new market-focused commercial organization.

During the three months ended September 30, 2016, we recorded $2.3 million in restructuring and related charges, consisting of $1.4 million for severance charges and $0.9 million for a non-cash asset write-down associated with the discontinued use of certain equipment. During the nine months ended September 30, 2016, we incurred $23.7 million in restructuring and related charges, consisting of $7.8 million for severance charges, $10.0 million for a non-cash asset write-down associated with the discontinued use of a trademark, and $5.9 million for non-cash asset write-downs associated with the discontinued use of a patent and certain equipment.

The following table presents activity related to our restructuring obligations:
($ in millions)
Severance
and benefits
 
Asset-related charges
 
Other charges
 
Total
Balance, December 31, 2015
$

 
$

 
$

 
$

Charges
8.9

 
17.3

 
0.2

 
26.4

Cash payments
(3.0
)
 

 

 
(3.0
)
Non-cash asset write-downs

 
(17.3
)
 
(0.2
)
 
(17.5
)
Balance, December 31, 2016
5.9

 

 

 
5.9

Cash payments
(2.9
)
 

 

 
(2.9
)
Balance, 9/30/2017
$
3.0

 
$

 
$

 
$
3.0


The balance of the charges related to this plan will be recognized as incurred in 2017.

Other Items

On February 17, 2016, the Venezuelan government announced a devaluation of the Bolivar, from the previously-prevailing official exchange rate of 6.3 Bolivars to USD to 10.0 Bolivars to USD, and streamlined the previous

19


three-tiered currency exchange mechanism into a dual currency exchange mechanism. As a result, during the nine months ended September 30, 2016, we recorded a $2.7 million charge. During the nine months ended September 30, 2017, as a result of the continued deterioration of conditions in Venezuela as well as our continued reduced access to USD settlement controlled by the Venezuelan government, we recorded a charge of $11.1 million related to the deconsolidation of our Venezuelan subsidiary, following our determination that we no longer met the U.S. GAAP criteria for control of that subsidiary. This charge included the derecognition of the carrying amounts of our Venezuelan subsidiary's assets and liabilities, as well as the write-off of our investment in our Venezuelan subsidiary, related unrealized translation adjustments and the elimination of intercompany accounts. As of April 1, 2017, our consolidated financial statements exclude the results of our Venezuelan subsidiary. We will continue to actively monitor the political and economic developments in Venezuela.

In addition, during the three and nine months ended September 30, 2017, we recognized development and licensing income of $9.5 million and $10.3 million, respectively, within Proprietary Products. During the three and nine months ended September 30, 2017, we recorded income of $9.1 million attributable to the reimbursement of certain costs related to a technology that we subsequently licensed to a third party. The license of technology to the third party may result in additional income in the future, contingent on commercialization of the related product. During both the three and nine months ended September 30, 2017 and 2016, we recorded income of $0.4 million and $1.2 million related to a nonrefundable customer payment of $20.0 million received in June 2013 in return for the exclusive use of the SmartDose technology platform within a specific therapeutic area. As of September 30, 2017, there was $13.2 million of unearned income related to this payment, of which $1.5 million was included in other current liabilities and $11.7 million was included in other long-term liabilities. The unearned income is being recognized as income on a straight-line basis over the remaining term of the agreement. The agreement does not include a future minimum purchase commitment from the customer.

Contingent consideration costs represent changes in the fair value of the SmartDose contingent consideration. Please refer to Note 8, Fair Value Measurements, for additional details.

Other items consist of foreign exchange transaction gains and losses, gains and losses on the sale of fixed assets, and miscellaneous income and charges.

Note 13:  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 before taxes, adjusted for the impact of discrete quarterly items. The provision for income taxes was $14.0 million and $14.4 million for the three months ended September 30, 2017 and 2016, respectively, and the effective tax rate was 22.3% and 29.3%, respectively. The provision for income taxes was $19.1 million and $38.3 million for the nine months ended September 30, 2017 and 2016, respectively, and the effective tax rate was 11.7% and 28.1%, respectively.

The decrease in the effective tax rate for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, reflects the impact of a tax benefit of $4.8 million and $30.3 million for the three and nine months ended September 30, 2017, respectively, associated with our adoption of the guidance issued by the FASB regarding share-based payment transactions. Please refer to Note 2, New Accounting Standards, for further discussion of the new accounting guidance. The decrease in the effective tax rate for the nine months ended September 30, 2017, as compared to the same period in 2016, also reflects the impact of a tax benefit of $3.5 million related to a planned repatriation of approximately $65.0 million of cash held by non-U.S. subsidiaries during 2017. During the three months ended September 30, 2017, we repatriated $55.3 million of cash held by non-U.S. subsidiaries. During the remainder of 2017, we intend to repatriate approximately $10.0 million of additional cash held by non-U.S. subsidiaries.

Note 14:  Commitments and Contingencies

From time to time, we are involved in product liability matters and other legal proceedings and claims generally incidental to our normal business activities. We accrue for loss contingencies when it is probable that a liability has

20


been incurred and the amount of the loss can be reasonably estimated. While the outcome of current proceedings cannot be accurately predicted, we believe their ultimate resolution should not have a material adverse effect on our business, financial condition, results of operations or liquidity.

There have been no significant changes to the commitments and contingencies included in our 2016 Annual Report.

Note 15:  Segment Information

Our business operations are organized into two reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment develops commercial, operational, and innovation strategies across our global network, with specific emphasis on product offerings to biotechnology, generics, and pharmaceutical customers. Our Contract-Manufactured Products reportable segment serves as a fully integrated business focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.

Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, adjustments to annual incentive plan expense for over- or under-attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that we consider not representative of ongoing operations. Such items are referred to as other unallocated items and generally include restructuring and related charges, certain asset impairments and other specifically-identified income or expense items.

The following table presents information about our reportable segments, reconciled to consolidated totals:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
($ in millions)
2017
 
2016
 
2017
 
2016
Net sales:
 
 
 
 
 
 
 
Proprietary Products
$
308.9

 
$
298.1

 
$
930.5

 
$
899.9

Contract-Manufactured Products
89.3

 
79.0

 
253.3

 
227.8

Intersegment sales elimination

 
(0.4
)
 
(0.3
)
 
(0.9
)
Consolidated net sales
$
398.2

 
$
376.7

 
$
1,183.5

 
$
1,126.8

Operating profit (loss):
 
 
 
 
 
 
 
Proprietary Products
$
67.0

 
$
57.5

 
$
188.2

 
$
185.6

Contract-Manufactured Products
10.8

 
8.9

 
30.1

 
25.6

Corporate
(13.9
)
 
(12.8
)
 
(39.3
)
 
(42.3
)
Other unallocated items

 
(2.3
)
 
(11.1
)
 
(26.4
)
Total operating profit
$
63.9

 
$
51.3

 
$
167.9

 
$
142.5

Interest expense
1.3

 
2.2

 
5.7

 
6.7

Interest income
0.3

 
0.2

 
0.9

 
0.8

Income before income taxes
$
62.9

 
$
49.3

 
$
163.1

 
$
136.6


The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.

Other unallocated items, during the nine months ended September 30, 2017, consisted of a charge of $11.1 million related to the deconsolidation of our Venezuelan subsidiary. Other unallocated items, during the three and nine months ended September 30, 2016, consisted of $2.3 million and $23.7 million, respectively, in restructuring and related charges. In addition, during the nine months ended September 30, 2016, other unallocated items included a charge of $2.7 million related to the devaluation of the Venezuelan Bolivar from the previously-prevailing official

21


exchange rate of 6.3 Bolivars to USD to 10.0 Bolivars to USD. Please refer to Note 12, Other (Income) Expense, for further discussion of these items.

Note 16:  Subsequent Event

On October 2, 2017, we paid our $33.1 million five-year term loan due January 2018 and terminated the associated interest-rate swap agreement. There was no material gain or loss on the extinguishment of this loan.

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

OVERVIEW

The following discussion is intended to further the reader’s understanding of the consolidated financial condition and results of operations of our Company. It should be read in conjunction with our condensed consolidated financial statements and accompanying notes elsewhere in this Quarterly Report on Form 10-Q (“Form 10-Q”) as well as Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and accompanying notes included in our 2016 Annual Report. Our historical financial statements may not be indicative of our future performance. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks discussed in Part I, Item 1A of our 2016 Annual Report and in Part II, Item 1A of this Form 10-Q.

Throughout this section, references to “Notes” refer to the notes to our condensed consolidated financial statements (unaudited) in Part I, Item 1 of this Form 10-Q, unless otherwise indicated.

Non-U.S. GAAP Financial Measures

For the purpose of aiding the comparison of our year-over-year results, we may refer to net sales and other financial results excluding the effects of changes in foreign currency exchange rates. The constant-currency amounts are calculated by translating the current year’s functional currency results at the prior-year period’s exchange rate. We may also refer to consolidated operating profit and consolidated operating profit margin excluding the effects of unallocated items. The re-measured results excluding effects from currency translation and excluding the effects of unallocated items are not in conformity with U.S. GAAP and should not be used as a substitute for the comparable U.S. GAAP financial measures. The non-U.S. GAAP financial measures are incorporated into our discussion and analysis as management uses them in evaluating our results of operations, and believes that this information provides users a valuable insight into our results.

Our Operations

We are a manufacturer of packaging components and delivery systems for injectable drugs and healthcare products. Our products include vial containment solutions, prefillable systems, self-injection platforms, cartridge systems and components, reconstitution and transfer systems, intradermal delivery solutions, specialty components, and contract manufacturing and analytical services. Our customers include the leading biotechnology, generics, pharmaceutical, diagnostic, and medical device companies in the world. The Company was incorporated under the laws of the Commonwealth of Pennsylvania on July 27, 1923.

Our business operations are organized into two reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment develops commercial, operational, and innovation strategies across our global network, with specific emphasis on product offerings to biotechnology, generics, and pharmaceutical customers. Our Contract-Manufactured Products reportable segment serves as a fully integrated business focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers. We also maintain global partnerships to share technologies and market products with affiliates in Japan and Mexico.

22



2017 Financial Performance Summary

Consolidated net sales increased by $21.5 million, or 5.7%, for the three months ended September 30, 2017, as compared to the same period in 2016. Excluding foreign currency translation effects, consolidated net sales for the three months ended September 30, 2017 increased by $13.8 million, or 3.7%, as compared to the same period in 2016.

Consolidated net sales increased by $56.7 million, or 5.0%, for the nine months ended September 30, 2017, as compared to the same period in 2016. Excluding foreign currency translation effects, consolidated net sales for the nine months ended September 30, 2017 increased by $60.4 million, or 5.4%, as compared to the same period in 2016.

Consolidated operating profit increased by $12.6 million, or 24.6%, and $25.4 million, or 17.8%, for the three and nine months ended September 30, 2017, as compared to the same periods in 2016, as we recorded income of $9.1 million attributable to the reimbursement of certain costs related to a technology that we subsequently licensed to a third party during the three and nine months ended September 30, 2017. Please refer to Note 12, Other (Income) Expense, for further discussion of this item.

Net income per diluted share was $0.67 for the three months ended September 30, 2017, as compared to $0.50 in the same period in 2016. Results for the three months ended September 30, 2017 included the impact of a tax benefit of $0.06 per diluted share associated with our adoption of the guidance issued by the FASB regarding share-based payment transactions. Results for the three months ended September 30, 2016 included restructuring and related charges and a discrete tax charge, which reduced net income per diluted share by $0.02 and $0.01, respectively.

Net income per diluted share was $1.99 for the nine months ended September 30, 2017, as compared to $1.40 in the same period in 2016. Results for the nine months ended September 30, 2017 included the impact of a tax benefit of $0.40 per diluted share associated with our adoption of the guidance issued by the FASB regarding share-based payment transactions and a charge related to the deconsolidation of our Venezuelan subsidiary, which reduced net income per diluted share by $0.15. Results for the nine months ended September 30, 2016 included the impact of restructuring and related charges, a charge related to the devaluation of the Venezuelan Bolivar, and a discrete tax charge, which reduced net income per diluted share by $0.21, $0.03, and $0.01, respectively.

At September 30, 2017, our cash and cash equivalents balance totaled $269.3 million and our available borrowing capacity under our Credit Facility was $267.7 million.

RESULTS OF OPERATIONS

We evaluate the performance of our segments based upon, among other things, segment net sales and operating profit. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, adjustments to annual incentive plan expense for over- or under-attainment of targets, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that we consider not representative of ongoing operations. Such items are referred to as other unallocated items and generally include restructuring and related charges, certain asset impairments and other specifically-identified income or expense items.

Percentages in the following tables and throughout the Results of Operations section may reflect rounding adjustments.


23


Net Sales

The following table presents net sales, consolidated and by reportable segment, for the three months ended September 30, 2017 and 2016:

 
Three Months Ended
September 30,
 
% Change
($ in millions)
2017
 
2016
 
As-Reported
 
Ex-Currency
Proprietary Products
$
308.9

 
$
298.1

 
3.6
%
 
1.5
%
Contract-Manufactured Products
89.3

 
79.0

 
13.1
%
 
11.5
%
Intersegment sales elimination

 
(0.4
)
 

 

Consolidated net sales
$
398.2

 
$
376.7

 
5.7
%
 
3.7
%

Consolidated net sales increased by $21.5 million, or 5.7%, for the three months ended September 30, 2017, as compared to the same period in 2016, including a favorable foreign currency translation impact of $7.7 million. Excluding foreign currency translation effects, consolidated net sales for the three months ended September 30, 2017 increased by $13.8 million, or 3.7%, as compared to the same period in 2016.

Proprietary Products – Proprietary Products net sales increased by $10.8 million, or 3.6%, for the three months ended September 30, 2017, as compared to the same period in 2016, including a favorable foreign currency translation impact of $6.4 million. Excluding foreign currency translation effects, net sales for the three months ended September 30, 2017 increased by $4.4 million, or 1.5%, as compared to the same period in 2016. Proprietary Products sales growth in 2017 has been slower than in 2016, as customers continue to work down inventory purchased in 2016 mostly to address long production lead-times for high-value products. Additional production capacity and staffing have improved our lead-times, and we are beginning to see positive growth in 2017 for customers in the Generics and Biologics market units.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $10.3 million, or 13.1%, for the three months ended September 30, 2017, as compared to the same period in 2016, including a favorable foreign currency translation impact of $1.3 million. Excluding foreign currency translation effects, net sales for the three months ended September 30, 2017 increased by $9.0 million, or 11.5%, as compared to the same period in 2016, primarily due to the initial commercial ramp-up of projects that commenced in the latter half of 2016. Higher sales volume contributed 10.3 percentage points of the increase, and sales price increases contributed 1.2 percentage points of the increase.

The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.

The following table presents net sales, consolidated and by reportable segment, for the nine months ended September 30, 2017 and 2016:

 
Nine Months Ended
September 30,
 
% Change
($ in millions)
2017
 
2016
 
As-Reported
 
Ex-Currency
Proprietary Products
$
930.5

 
$
899.9

 
3.4
%
 
3.8
%
Contract-Manufactured Products
253.3

 
227.8

 
11.2
%
 
11.1
%
Intersegment sales elimination
(0.3
)
 
(0.9
)
 

 

Consolidated net sales
$
1,183.5

 
$
1,126.8

 
5.0
%
 
5.4
%


24


Consolidated net sales increased by $56.7 million, or 5.0%, for the nine months ended September 30, 2017, as compared to the same period in 2016, including an unfavorable foreign currency translation impact of $3.7 million. Excluding foreign currency translation effects, consolidated net sales for the nine months ended September 30, 2017 increased by $60.4 million, or 5.4%, as compared to the same period in 2016.

Proprietary Products – Proprietary Products net sales increased by $30.6 million, or 3.4%, for the nine months ended September 30, 2017, as compared to the same period in 2016, including an unfavorable foreign currency translation impact of $3.9 million. Excluding foreign currency translation effects, net sales for the nine months ended September 30, 2017 increased by $34.5 million, or 3.8%, as compared to the same period in 2016, for the same reasons included in the three months ended September 30, 2017 discussion above. Sales volume contributed 3.2 percentage points of the increase, and sales price increases contributed 0.6 percentage points of the increase.

Contract-Manufactured Products – Contract-Manufactured Products net sales increased by $25.5 million, or 11.2%, for the nine months ended September 30, 2017, as compared to the same period in 2016, including a favorable foreign currency translation impact of $0.2 million. Excluding foreign currency translation effects, net sales for the nine months ended September 30, 2017 increased by $25.3 million, or 11.1%, as compared to the same period in 2016, primarily due to the initial commercial ramp-up of projects that commenced in the latter half of 2016. Higher sales volume contributed 9.7 percentage points of the increase, and sales price increases contributed 1.4 percentage points of the increase.

The intersegment sales elimination, which is required for the presentation of consolidated net sales, represents the elimination of components sold between our segments.

Gross Profit

The following table presents gross profit and related gross profit margins, consolidated and by reportable segment:

 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
($ in millions)
2017
 
2016
 
2017
 
2016
Proprietary Products:
 
 
 
 
 
 
 
Gross Profit
$
110.5

 
$
108.4

 
$
342.5

 
$
340.9

Gross Profit Margin
35.8
%
 
36.4
%
 
36.8
%
 
37.9
%
Contract-Manufactured Products:
 

 
 

 
 
 
 

Gross Profit
$
14.5

 
$
12.7

 
$
41.6

 
$
36.8

Gross Profit Margin
16.3
%
 
16.0
%
 
16.5
%
 
16.1
%
Consolidated Gross Profit
$
125.0

 
$
121.1

 
$
384.1

 
$
377.7

Consolidated Gross Profit Margin
31.4
%
 
32.1
%
 
32.5
%