Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a) 1. Financial Statements
The following documents are included in Part II, Item 8:
Consolidated Statements of Income for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 2014 and 2013
Consolidated Balance Sheets at December 31, 2015 and 2014
Consolidated Statement of Equity for the years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
(a) 2. Financial Statement Schedules
Schedule II - Valuation and Qualifying Accounts
| ($ in millions) | Balance at beginning of period | Charged to costs and expenses | Deductions (1) | Balance at end of period | ||||||||
| For the year ended December 31, 2015 | ||||||||||||
| Allowances deducted from assets: | ||||||||||||
| Deferred tax asset valuation allowance | $ | 22.1 | $ | (0.3 | ) | $ | (1.7 | ) | $ | 20.1 | ||
| Allowance for doubtful accounts | 0.9 | 0.1 | (0.4 | ) | 0.6 | |||||||
| Total allowances deducted from assets | $ | 23.0 | $ | (0.2 | ) | $ | (2.1 | ) | $ | 20.7 | ||
| For the year ended December 31, 2014 | ||||||||||||
| Allowances deducted from assets: | ||||||||||||
| Deferred tax asset valuation allowance | $ | 23.5 | $ | (0.9 | ) | $ | (0.5 | ) | $ | 22.1 | ||
| Allowance for doubtful accounts | 0.8 | 0.4 | (0.3 | ) | 0.9 | |||||||
| Total allowances deducted from assets | $ | 24.3 | $ | (0.5 | ) | $ | (0.8 | ) | $ | 23.0 | ||
| For the year ended December 31, 2013 | ||||||||||||
| Allowances deducted from assets: | ||||||||||||
| Deferred tax asset valuation allowance | $ | 20.4 | $ | 2.8 | $ | 0.3 | $ | 23.5 | ||||
| Allowance for doubtful accounts | 0.5 | — | 0.3 | 0.8 | ||||||||
| Total allowances deducted from assets | $ | 20.9 | $ | 2.8 | $ | 0.6 | $ | 24.3 | ||||
| (1) | Includes accounts receivable written off, the write-off or write-down of valuation allowances, and translation adjustments. |
All other schedules are omitted because they are either not applicable, not required or because the information required is contained in the consolidated financial statements or notes thereto.
| (a) 3. | Exhibits - An index of the exhibits included in this Form 10-K is contained on pages F-1 through F-3 and is incorporated herein by reference. |
| (b) | See subsection (a) 3. above. |
| (c) | Financial Statements of affiliates are omitted because they do not meet the tests of a significant subsidiary at the 20% level. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, West Pharmaceutical Services, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
WEST PHARMACEUTICAL SERVICES, INC.
(Registrant)
By: /s/ William J. Federici
William J. Federici
Senior Vice President and Chief Financial Officer
February 26, 2016
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of West Pharmaceutical Services, Inc. in the capacities and on the dates indicated.
| Signature | Title | Date |
| /s/ Eric M. Green | Director, President and Chief Executive Officer | February 26, 2016 |
| Eric M. Green | (Principal Executive Officer) | |
| /s/ Daniel Malone | Vice President and Controller | February 26, 2016 |
| Daniel Malone | (Principal Accounting Officer) | |
| /s/ William J. Federici | Senior Vice President and Chief Financial Officer | February 26, 2016 |
| William J. Federici | (Principal Financial Officer) | |
| /s/ Mark A. Buthman | Director | February 23, 2016 |
| Mark A. Buthman | ||
| /s/ William F. Feehery | Director | February 23, 2016 |
| William F. Feehery | ||
| /s/ Thomas W. Hofmann | Director | February 23, 2016 |
| Thomas W. Hofmann | ||
| /s/ Paula A. Johnson | Director | February 23, 2016 |
| Paula A. Johnson | ||
| /s/ Myla Lai-Goldman, M.D. | Director | February 23, 2016 |
| Myla Lai-Goldman, M.D. | ||
| /s/ Douglas A. Michels | Director | February 23, 2016 |
| Douglas A. Michels | ||
| /s/ John H. Weiland | Director | February 23, 2016 |
| John H. Weiland | ||
| /s/ Anthony Welters | Director | February 23, 2016 |
| Anthony Welters | ||
| /s/ Patrick J. Zenner | Director and Chairman of the Board | February 23, 2016 |
| Patrick J. Zenner |
EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1 | Our Amended and Restated Articles of Incorporation are incorporated by reference from our Form 10-Q report for the quarter ended March 31, 2015. |
| 3.2 | Our Bylaws, as amended through May 5, 2015, are incorporated by reference from our Form 10-Q report for the quarter ended March 31, 2015. |
| 4.1 | Form of stock certificate for common stock is incorporated by reference from our annual report on Form 10-K dated May 6, 1999. |
| 4.2 | Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation are incorporated by reference from our Form 10-Q report for the quarter ended March 31, 2015. |
| 4.3 | Article I and V of our Bylaws, as amended through May 5, 2015, are incorporated by reference from our Form 10-Q report for the quarter ended March 31, 2015. |
| 4.4 (1) | Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted. |
| 10.1 | First Amendment to Credit Agreement, dated as of September 4, 2015, by and among West, certain of its subsidiaries, the several banks and other financial institutions party thereto, and PNC Bank, National Association, as administrative agent for the Lenders incorporated by reference from our Form 10-Q report for the quarter ended September 30, 2015. |
| 10.2 | Credit Agreement, dated as of October 15, 2015, between West, certain of its subsidiaries, the lenders party thereto from time to time, PNC Bank, National Association, as Administrative Agent and PNC Capital Markets, LLC, as Sole Lead Arranger and Sole Bookrunner, is incorporated by reference from our Form 8-K dated October 15, 2015. |
| 10.3 | Note Purchase Agreement, dated July 5, 2012, among the Company and the Purchasers named therein is incorporated by reference from our Form 8-K filed on July 10, 2012. |
| 10.4 (2) | Retirement Separation Agreement, dated as of June 30, 2015, between us and Donald E. Morel, Jr., Ph.D., is incorporated by reference from our Form 8-K dated July 1, 2015. |
| 10.5 (2) | 2015 Long-Term Incentive Plan Award, dated as of June 30, 2015, between us and Donald E. Morel, Jr., is incorporated by reference from our Form 10-Q report for the quarter ended June 30, 2015. |
| 10.6 (2) | 2015 Long-Term Incentive Plan Award, dated as of June 30, 2015, between us and Patrick Zenner, is incorporated by reference from our Form 10-Q report for the quarter ended June 30, 2015. |
| 10.7 (2) | Employment Agreement, dated as of April 13, 2015, between us and Eric M. Green, is incorporated by reference from our Form 8-K dated April 15, 2015. |
| 10.8 (2) | Indemnification Agreement, dated as of April 24, 2015, between us and Eric M. Green, is incorporated by reference from our Form 8-K dated April 30, 2015. |
| 10.9 (2) | Sign-On Retention Award Notice, dated as of April 24, 2015, from us to Eric M. Green, is incorporated by reference from our Form 8-K dated April 30, 2015. |
| 10.10 (2) | Form of Second Amended and Restated Change-in-Control Agreement between us and certain of our executive officers dated as of March 25, 2000 is incorporated by reference from our 10-Q report for the quarter ended March 31, 2000. |
| 10.11 (2) | Form of Amendment No. 1 to Second Amended and Restated Change-in-Control Agreement dated as of May 1, 2001 between us and certain of our executive officers is incorporated by reference from our 2001 10-K report. |
| 10.12 (2) | Form of Amendment No. 2 to Second Amended and Restated Change-in-Control Agreement between us and certain of our executive officers, dated as of various dates in December 2008, is incorporated by reference from our 2008 10-K report. |
| 10.13 (2) | Schedule of agreements with executive officers is incorporated by reference from our 2008 10-K report. |
| 10.14 (2) | Separation and Release Agreement, dated as of July 31, 2014, between us and Jeffrey C. Hunt. |
| 10.15 (2) | Change-in-Control Agreement, dated as of May 3, 2012, between us and John Paproski, is incorporated by reference from our 2013 10-K report. |
F-1
| Exhibit Number | Description |
| 10.16 (2) | Change-in-Control Agreement, dated as of August 16, 2012, between us and Daniel Malone, is incorporated by reference from our 2013 10-K report. |
| 10.17 (2) | Change-in-Control Agreement, dated as of August 15, 2012, between us and Karen Flynn, is incorporated by reference from our 2013 10-K report. |
| 10.18 (2) | Employment Agreement, dated as of April 30, 2002, between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30, 2002. |
| 10.19 (2) | Amendment #1 to the Employment Agreement between us and Donald E. Morel, Jr., dated as of December 19, 2008, is incorporated by reference from our 2008 10-K report. |
| 10.20 (2) | Non-Qualified Stock Option Agreement, dated as of April 30, 2002 between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended September 30, 2002. |
| 10.21 (2) | Indemnification Agreement, dated as of January 5, 2009 between us and Donald E. Morel, Jr. is incorporated by reference from our Form 8-K dated January 6, 2009. |
| 10.22 (2) | Supplemental Employees' Retirement Plan, as amended and restated effective January 1, 2008, is incorporated by reference from our 2008 10-K report. |
| 10.23 (2) | Non-Qualified Deferred Compensation Plan for Designated Employees, as amended and restated effective January 1, 2008, is incorporated by reference from our 2008 10-K report. |
| 10.24 (2) | Deferred Compensation Plan for Outside Directors, as amended and restated effective June 30, 2013, is incorporated by reference from our 2013 10-K report. |
| 10.25 (2) | West Pharmaceutical Services, Inc. 2011 Omnibus Incentive Compensation Plan is incorporated by reference from our Form 8-K filed on May 6, 2011. |
| 10.26 (2) | 2007 Omnibus Incentive Compensation Plan effective as of May 1, 2007, is incorporated by reference to Exhibit 99.1 of the Company's Form 8-K dated May 4, 2007. |
| 10.27 (2) | 2004 Stock-Based Compensation Plan (now terminated) is incorporated by reference from our Proxy Statement for the 2004 Annual Meeting of Shareholders. |
| 10.28 (2) | Form of Executive 2006 Non-Qualified Stock Option Award is incorporated by reference from our 10-Q report for the quarter ended March 31, 2006. |
| 10.29 (2) | Form of Director 2006 Non-Qualified Stock Option Award Notice is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006. |
| 10.30 (2) | Form of Director 2006 Stock Unit Award Notice is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006. |
| 10.31 (2) | Form of 2007 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2004 Stock-Based Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March 31, 2007. |
| 10.32 (2) | Form of Director 2007 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended June 30, 2007. |
| 10.33 (2) | Form of 2008 Non-Qualified Stock Option and Performance-Vesting Share Unit Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 10-Q report for the quarter ended March 31, 2008. |
| 10.34 (2) | Form of Director 2008 Deferred Stock Award, issued pursuant to the 2007 Omnibus Incentive Compensation Plan, is incorporated by reference from our 2008 10-K report. |
| 10.35 (2) | Form of 2009 Supplemental Long-Term Incentive Award, is incorporated by reference from our 10-Q report for the quarter ended September 30, 2009. |
| 10.36 | Credit Agreement, dated June 3, 2011, by and among us, certain of our subsidiaries, several banks and other financial institutions from time to time parties thereto (the "Lenders") and PNC Bank, National Association, as administrative agent for the Lenders. |
| 10.37 | Security Agreement, dated June 3, 2011, by and among us, the subsidiaries of the Company listed on the signature pages thereto and PNC Bank, National Association, as administrative agent, for the holders of the Obligations. |
F-2
| Exhibit Number | Description |
| 10.38 (3) | Agreement, effective as of January 1, 2005, between us and The Goodyear Tire & Rubber Company is incorporated by reference from our 10-Q report for the quarter ended June 30, 2005. |
| 10.39 (3) | First Agreement to Amend to Agreement, effective as of July 1, 2008, between us and The Goodyear Tire & Rubber Company is incorporated by reference from our 10-Q report for the quarter ended March 31, 2009. |
| 10.40 | Distributorship Agreement, dated January 25, 2007, between Daikyo Seiko, Ltd. and us is incorporated by reference from our 2006 10-K report. |
| 10.41 (3) | Amended and Restated Technology Exchange and Cross License Agreement, dated January 25, 2007, between us and Daikyo Seiko, Ltd. is incorporated by reference from our 2006 10-K report. |
| 10.42 (2) | Letter Agreement dated as of March 30, 2006 between us and Donald E. Morel, Jr. is incorporated by reference from our 10-Q report for the quarter ended June 30, 2006. |
| 10.43 | Note Purchase Agreement, dated as of July 28, 2005, among us and each of the purchasers listed on Schedule A thereto, is incorporated by reference from our 8-K report dated August 3, 2005. |
| 10.44 | Indemnification agreements between us and each of our directors in the form of Exhibit 10.1 to our Form 8-K report dated January 6, 2009, which is incorporated by reference. |
| 10.45 (3) | Global Supply Agreement by and between ExxonMobil Chemical Company and us, entered into on August 11, 2014, and effective January 1, 2014 through December 31, 2018 is incorporated by reference from our Form 8-K report filed on August 15, 2014. |
| 10.46 (2) | Form of 2014 Long-Term Incentive Plan Award is incorporated by reference from our Form 10-Q report for the quarter ended March 31, 2014. |
| 10.47 (2) | Form of 2014 Stock-Settled Restricted Stock Unit Award is incorporated by reference from our Form 10-Q report for the quarter ended June 30, 2014. |
| 21. | Subsidiaries of the Company. |
| 23. | Consent of Independent Registered Public Accounting Firm. |
| 31.1 | Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1* | Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2* | Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | XBRL Instance Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| (1) | We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries. |
| (2) | Management compensatory plan. |
| (3) | Certain portions of this exhibit have been omitted pursuant to a confidential treatment request submitted to the SEC. |
| * | Furnished, not filed. |
F-3
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