WEST PHARMACEUTICAL SERVICES INC
For the period ended Mar 31, 2025. Filed Apr 24, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2025 · Filed Apr 24, 2025
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Fair Value Measurements
Note 10: 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.
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) | March 31,2025 | Level 1 | Level 2 | Level 3 |
| Assets: | ||||
| Deferred compensation assets | $8.5 | $8.5 | $— | $— |
| Money market funds | 37.8 | 37.8 | — | — |
| Time deposits | 79.1 | — | 79.1 | — |
| Foreign currency contracts | 11.4 | — | 11.4 | — |
| Cross-currency swap | 19.7 | — | 19.7 | — |
| Commodity call options | 0.4 | — | 0.4 | — |
| $156.9 | $46.3 | $110.6 | $— | |
| Liabilities: | ||||
| Contingent consideration | $2.4 | $— | $— | $2.4 |
| Deferred compensation liabilities | 8.6 | 8.6 | — | — |
| Foreign currency contracts | 13.2 | — | 13.2 | — |
| $24.2 | $8.6 | $13.2 | $2.4 | |
| Balance at · Basis of Fair Value Measurements | ||||
|---|---|---|---|---|
| ($ in millions) | December 31,2024 | Level 1 | Level 2 | Level 3 |
| Assets: | ||||
| Deferred compensation assets | $11.1 | $11.1 | $— | $— |
| Money market funds | 117.6 | 117.6 | — | — |
| Time deposits | 71.3 | — | 71.3 | — |
| Foreign currency contracts | 17.3 | — | 17.3 | — |
| Cross-currency swap | 23.6 | — | 23.6 | — |
| Commodity call options | 0.3 | — | 0.3 | — |
| $241.2 | $128.7 | $112.5 | $— | |
| Liabilities: | ||||
| Contingent consideration | $3.0 | $— | $— | $3.0 |
| Deferred compensation liabilities | 11.2 | 11.2 | — | — |
| Foreign currency contracts | 18.3 | — | 18.3 | — |
| $32.5 | $11.2 | $18.3 | $3.0 | |
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. Money market funds are included within cash and cash equivalents and are valued based on quoted market prices in active markets, with no valuation adjustment. Time deposits are included within cash and cash equivalents and are valued using relevant observable market inputs including quoted prices for similar assets and interest rate curves. The fair value of our foreign currency contracts, included within other current and other noncurrent assets, as well as other current and other long-term 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 the cross-currency swap, included within other noncurrent assets, is valued using a market approach. Please refer to Note 9, Derivative Financial Instruments, for further discussion of our derivatives. The fair value of our commodity call options, included within other current and other noncurrent assets, is valued using a market approach. The fair value of the contingent consideration liability, within current and long-term liabilities, 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 expense (income) in our condensed consolidated statements of income. 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.
Other Financial Instruments
We believe that the carrying amounts of our cash 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 March 31, 2025, the estimated fair value of long-term debt was $201.2 million compared to a carrying amount of $202.6 million. At December 31, 2024, the estimated fair value of long-term debt was $200.5 million and the carrying amount was $202.6 million. As of March 31, 2025 and December 31, 2024, all debt is long-term.
Note 11: Accumulated Other Comprehensive Loss
The following table presents the changes in the components of accumulated other comprehensive income ("AOCI") (loss), net of tax, for the three months ended March 31, 2025:
| ($ in millions) | Derivatives | Change in equity affiliate investment AOCI | Defined benefit pension and other postretirement plans | Foreign currency translation | Total |
|---|---|---|---|---|---|
| Balance, December 31, 2024 | $(2.5) | $2.5 | $(9.8) | $(248.3) | $(258.1) |
| Other comprehensive income (loss) before reclassifications | 2.1 | 0.1 | (0.3) | 50.4 | 52.3 |
| Amounts reclassified out from accumulated other comprehensive income (loss) | 0.4 | — | (0.1) | — | 0.3 |
| Other comprehensive income (loss), net of tax | 2.5 | 0.1 | (0.4) | 50.4 | 52.6 |
| Balance, March 31, 2025 | $— | $2.6 | $(10.2) | $(197.9) | $(205.5) |
The following table presents the changes in the components of accumulated other comprehensive income ("AOCI") (loss), net of tax, for the three months ended March 31, 2024:
| ($ in millions) | Derivatives | Change in equity affiliate investment AOCI | Defined benefit pension and other postretirement plans | Foreign currency translation | Total |
|---|---|---|---|---|---|
| Balance, December 31, 2023 | $— | $2.3 | $(10.1) | $(136.0) | $(143.8) |
| Other comprehensive (loss) income before reclassifications | (3.1) | (0.1) | — | (46.3) | (49.5) |
| Amounts reclassified out from accumulated other comprehensive income (loss) | 1.2 | — | (0.2) | — | 1.0 |
| Other comprehensive (loss) income, net of tax | (1.9) | (0.1) | (0.2) | (46.3) | (48.5) |
| Balance, March 31, 2024 | $(1.9) | $2.2 | $(10.3) | $(182.3) | $(192.3) |
A summary of the reclassifications out from accumulated other comprehensive loss is presented in the following table:
| ($ in millions) | Three Months EndedMarch 31, | ||
|---|---|---|---|
| Detail of components | 2025 | 2024 | Location on Statement of Income |
| (Losses) gains on derivatives: | |||
| Foreign currency contracts | $0.2 | $0.1 | Net sales |
| Foreign currency contracts | (0.8) | (1.6) | Cost of goods and services sold |
| Forward treasury locks | — | (0.1) | Interest expense |
| Total before tax | (0.6) | (1.6) | |
| Tax benefit | 0.2 | 0.4 | |
| Net of tax | $(0.4) | $(1.2) | |
| Amortization of defined benefit pension and other postretirement plans: | |||
| Actuarial gains | 0.1 | 0.3 | (a) |
| Total before tax | 0.1 | 0.3 | |
| Tax expense | — | (0.1) | |
| Net of tax | $0.1 | $0.2 | |
| Total reclassifications for the period, net of tax | $(0.3) | $(1.0) | |
(a) This component is included in the computation of net periodic benefit cost.
Note 12: Shareholders’ Equity
The following table presents the changes in shareholders’ equity for the three months ended March 31, 2025:
| Common Shares Issued | Common Stock | Capital in Excess of Par Value | Number of Treasury Shares | Treasury Stock | Retained earnings | Accumulated other comprehensive loss | Total | |
|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||
| Balance, December 31, 2024 | 75.3 | $18.8 | $22.1 | 3.0 | $(1,057.1) | $3,956.6 | $(258.1) | $2,682.3 |
| Net income | — | — | — | — | — | 89.8 | — | 89.8 |
| Activity related to stock-based compensation | — | — | (20.3) | (0.1) | 27.4 | — | — | 7.1 |
| Shares purchased under share repurchase program | — | — | — | 0.6 | (133.5) | — | — | (133.5) |
| Dividends declared ($0.21 per share) | — | — | — | — | — | (15.2) | — | (15.2) |
| Other comprehensive income, net of tax | — | — | — | — | — | — | 52.6 | 52.6 |
| Balance, March 31, 2025 | 75.3 | $18.8 | $1.8 | 3.5 | $(1,163.2) | $4,031.2 | $(205.5) | $2,683.1 |
The following table presents the changes in shareholders’ equity for the three months ended March 31, 2024:
| Common Shares Issued | Common Stock | Capital in Excess of Par Value | Number of Treasury Shares | Treasury Stock | Retained earnings | Accumulated other comprehensive loss | Total | |
|---|---|---|---|---|---|---|---|---|
| (in millions) | ||||||||
| Balance, December 31, 2023 | 75.3 | $18.8 | $120.2 | 1.8 | $(637.6) | $3,523.4 | $(143.8) | $2,881.0 |
| Net income | — | — | — | — | — | 115.3 | — | 115.3 |
| Activity related to stock-based compensation | — | — | (65.0) | (0.2) | 79.4 | — | — | 14.4 |
| Shares purchased under share repurchase program | — | — | — | 0.7 | (267.0) | — | — | (267.0) |
| Dividends declared ($0.20 per share) | — | — | — | — | — | (14.6) | — | (14.6) |
| Other comprehensive loss, net of tax | — | — | — | — | — | — | (48.5) | (48.5) |
| Balance, March 31, 2024 | 75.3 | $18.8 | $55.2 | 2.3 | $(825.2) | $3,624.1 | $(192.3) | $2,680.6 |
Note 13: 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 March 31, 2025, there were 1.1 million shares remaining in the 2016 Plan for future grants.
During the three months ended March 31, 2025, the Company granted 53,056 stock options at a weighted average exercise price of $211.00 per share based on the grant-date fair value of our stock to employees under the 2016 Plan. The weighted average grant date fair value of options granted was $91.28 per share as determined by the Black-Scholes option valuation model using the following weighted average assumptions: a risk-free interest rate of 4.5%; expected life of 6.4 years based on prior experience; stock volatility of 37.0% based on historical data; and a dividend yield of 0.4%. Stock option expense is recognized over the vesting period, net of forfeitures.
During the three months ended March 31, 2025, the Company granted 45,921 stock-settled performance share unit (“PSU”) awards at a weighted average grant-date fair value of $211.00 per share to eligible employees. These awards are earned based on the Company’s performance against pre-established targets, including annual growth rate of revenue and return on invested capital, over a specified performance period. Depending on the achievement of the targets, recipients of stock-settled PSU awards are entitled to receive a certain number of shares of common stock. Shares earned under PSU awards may vary from 0% to 200% of an employee’s targeted award. The fair value of stock-settled 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.
During the three months ended March 31, 2025, the Company granted 39,671 stock-settled restricted share unit (“RSU”) awards at a weighted average grant-date fair value of $211.00 per share to eligible employees. These awards are earned over a specified performance period. The fair value of stock-settled RSU awards is based on the market price of our stock at the grant date and is recognized as expense over the vesting period, net of forfeitures.
Stock-based compensation expense was $1.3 million and $5.0 million for the three months ended March 31, 2025 and 2024, respectively.
Note 14: Other Expense (Income)
Other expense (income) consists of:
| Three Months EndedMarch 31, | ||
|---|---|---|
| ($ in millions) | 2025 | 2024 |
| Restructuring and related charges | $16.4 | $— |
| Contingent consideration | 2.4 | 1.0 |
| Foreign exchange transaction losses | 1.2 | 1.2 |
| Asset impairments | 0.3 | 0.6 |
| Other items | 0.3 | 0.3 |
| Total other expense (income) | $20.6 | $3.1 |
Restructuring and Related Charges
In January 2025, the Company approved a restructuring plan to adjust our operating cost base to better respond to the macroeconomic factors influencing our business. These changes are expected to be implemented over a period of approximately twenty-four tothirty-six months from the date of approval. The plan is expected to require restructuring and related charges of approximately, $30 million to $32 million, with annualized savings in the range of $35 million to $40 million. The following table presents activity related to our restructuring obligations related to our 2025 restructuring plan:
| ($ in millions) | Severanceand benefits | Asset-related charges | Total |
|---|---|---|---|
| Balance, December 31, 2024 | $— | $— | $— |
| Charges (Credits) | 15.6 | 0.8 | 16.4 |
| Cash payments | (4.5) | — | (4.5) |
| Non-cash asset write downs | — | (0.8) | (0.8) |
| Balance, March 31, 2025 | $11.1 | $— | $11.1 |
Contingent Consideration
Contingent consideration represents changes in the fair value of the SmartDose® contingent consideration. Please refer to Note 10, Fair Value Measurements, for additional details.
Note 15: 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 $24.1 million and $16.4 million for the three months ended March 31, 2025 and 2024, respectively, and the effective tax rate was 21.8% and 12.9%, respectively. The increase in the effective tax rate is primarily due to a decrease in the tax benefit related to stock-based compensation in the three months ended March 31, 2025 as compared to the same period in 2024.
The Company continues to address the change in tax laws enacted pursuant to the Organization for Economic Cooperation and Development (OECD)’s 15% global minimum tax initiative (Pillar 2). The 2025 forecasted impact of Pillar 2 is not expected to be material to the Company.
Note 16: 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 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 commitments and contingencies since December 31, 2024.
Note 17: Segment Information
Our business operations are organized intotwo reportable segments, Proprietary Products and Contract-Manufactured Products. Our Proprietary Products reportable segment offers proprietary packaging, containment solutions and drug delivery products, along with analytical lab services and other integrated services and solutions, primarily to biologic, generic and pharmaceutical drug 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.
The Chief Operating Decision Maker ("CODM") is the Chief Executive Officer. The CODM evaluates the performance of our segments based upon, among other things, segment net sales and segment operating profit. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments. Also excluded are items that the CODM considers 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 segment operating profit metric is what the CODM uses in evaluating our results of operations and the financial measure that provides a valuable insight into our overall performance and financial position. The CODM considers budget-to-actual variances and variances against prior years within segment operating profit when making decisions about allocating resources to the segments.
The following table presents information about our reportable segments, reconciled to consolidated totals:
| Three Months EndedMarch 31, | ||
|---|---|---|
| ($ in millions) | 2025 | 2024 |
| Net sales: | ||
| Proprietary Products | $563.0 | $559.5 |
| Contract-Manufactured Products | 135.0 | 135.9 |
| Consolidated net sales | $698.0 | $695.4 |
The following tables provide summarized financial information for ourtwo reportable segments and corporate and unallocated:
| ($ in millions) | ||
|---|---|---|
| Assets | March 31, 2025 | December 31, 2024 |
| Proprietary Products | $2,625.1 | $2,621.1 |
| Contract-Manufactured Products | 627.7 | 612.2 |
| Corporate and Unallocated(1) | 365.4 | 410.1 |
| Total consolidated | $3,618.2 | $3,643.4 |
(1) Corporate and unallocated assets primarily include investments in affiliated companies, cash and cash equivalents, property, plant and equipment used in our corporate operations and deferred income taxes.
| ($ in millions) | Three Months EndedMarch 31, | |
|---|---|---|
| Depreciation and Amortization | 2025 | 2024 |
| Proprietary Products | $32.7 | $30.0 |
| Contract-Manufactured Products | 6.4 | 4.7 |
| Corporate and Unallocated | 0.9 | 0.9 |
| Total consolidated | $40.0 | $35.6 |
| ($ in millions) | Three Months EndedMarch 31, | |
|---|---|---|
| Capital Expenditures | 2025 | 2024 |
| Proprietary Products | $51.9 | $61.1 |
| Contract-Manufactured Products | 18.1 | 27.6 |
| Corporate and Unallocated | 1.3 | 1.9 |
| Total consolidated | $71.3 | $90.6 |
The following table provides summarized financial information for our segments:
| Three months ended March 31, 2025 · Three months ended March 31, 2024 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| ($ in millions) · Proprietary Products · Contract Manufacturing · Total · Proprietary Products · Contract Manufacturing · Total | |||||||||
| Net sales | $563.0 | $135.0 | $698.0 | $559.5 | $135.9 | $695.4 | |||
| Cost of goods and services sold | 352.8 | 113.3 | 352.4 | 112.8 | |||||
| Research and development | 16.3 | — | 17.6 | — | |||||
| Selling, general and administrative expenses | 60.3 | 7.6 | 60.7 | 6.2 | |||||
| Other segment expense (income)(4) | 3.0 | 0.6 | 2.5 | (0.2) | |||||
| Segment operating profit | $130.6 | $13.5 | $144.1 | $126.3 | $17.1 | $143.4 | |||
| Reconciliation of profit or loss: | |||||||||
| Stock-based compensation | (1.3) | (5.0) | |||||||
| Corporate general costs(1) | (17.8) | (15.4) | |||||||
| Unallocated items: | |||||||||
| Restructuring and related charges(2) | (17.8) | — | |||||||
| Amortization of acquisition-related intangible assets(3) | (0.2) | (0.2) | |||||||
| Total consolidated operating profit | 107.0 | 122.8 | |||||||
| Interest (income) expense and other nonoperating expense (income), net | (3.5) | (4.6) | |||||||
| Income before income taxes and equity in net income of affiliated companies | $110.5 | $127.4 | |||||||
(1) Corporate general costs includes executive and director compensation, certain pension and other retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.
(2)During the three months ended March 31, 2025, the Company recorded charges of $17.8 million related to restructuring programs. The Company recorded $16.4 million of the charge within other expense (income), related to severance and acceleration of depreciation and lease costs in connection with the Company's 2025 restructuring plan. The remaining $1.4 million of expense, recorded within selling, general and administrative expenses, relates to our plan to optimize the legal structure of the Company and its subsidiaries.
(3) During the three months ended March 31, 2025 and 2024, we recorded $0.2 million of amortization expense within operating profit associated with an intangible asset acquired during the second quarter of 2020.
(4) Other segment expense (income) primarily includes foreign exchange transaction gains and losses, adjustments to contingent consideration and asset impairments attributable to the segments during the three months ended March 31, 2025 and 2024.
Please refer to Note 14, Other Expense (Income), for further discussion of these items.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.