filings.toolsWest Pharmaceutical Services (WST) 10-K risk factor changes: FY2017 vs FY2016
The 2017-12-31 10-K against the 2016-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A22 rewritten6 added4 removed160 unchanged
All filing items925 rewritten511 added516 removed1,227 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 511 added, 516 removed, 925 rewritten and 1,227 unchanged across 18 items that differ.
- New this year: Item 16. FORM 10-K SUMMARY.
Sentences by item
21 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2017; struck-through words were in FY2016. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
22 rewritten, 6 added, 4 removed, 160 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
[removed: We also provide forward-looking] [added: looking] statements in other materials we release to the public as well as oral forward-looking statements.
[removed: Achievement of future results is subject to known or unknown risks or uncertainties, and therefore,] [added: Therefore,] actual results could differ materially from past results and those expressed or implied in any forward-looking statement.
Examples of the effects of these global economic challenges include: our suppliers' and our customers' inability to access the credit markets at commercially reasonable rates; reduction in sales due to customers decreasing their inventories in the near-term or long-term or due to liquidity difficulties; reduction in sales due to shortages of materials we purchase from our suppliers; reduction in research and development efforts and expenditures by our customers; our inability to hedge our currency and raw material risks sufficiently or at commercially reasonable prices; insolvency of suppliers or customers; inflationary pressures on our supplies or our products; and increased expenses due to growing global taxation of corporate profits or [removed: revenues.][added: revenues, including the impact of the Tax Cuts and Jobs Act (the “2017 Tax Act”).]
Sales outside of the U.S. accounted for [removed: 51.1%] [added: 54.1%] of our consolidated net sales in [removed: 2016] [added: 2017] and we anticipate that sales from international operations will continue to represent a significant portion of our total sales in the future.
Virtually all of our international sales, assets and related operating costs and expenses are earned, valued or incurred in the currency of the local country, primarily the Euro, the Singapore [removed: Dollar,] [added: Dollar (“SGD”),] and the Danish Krone.
[removed: We are] also exposed to currencies in emerging market countries, such as the Chinese Yuan, the Indian Rupee, and various South American [removed: currencies, including the Venezuelan Bolivar and the Argentinian Peso.][added: currencies.]
We [added: aim to] differentiate ourselves from our competition by being a “full-service, value-added” global supplier that is able to provide pre-sale compatibility studies, engineering support, and other services and sophisticated post-sale technical support on a global basis.
[added: In addition, group] purchasing organizations and integrated health delivery networks have served to concentrate purchasing decisions for some customers, which has placed pricing pressure on suppliers.
The design, development, manufacturing, marketing and labeling of certain of our products and our customers' products that incorporate our products are subject to regulation by governmental authorities in the U.S., Europe and other countries, including the [removed: FDA] [added: U.S. Food] and [added: Drug Administration (“FDA”) and] the European Medicines Agency.
Historically, most medical devices incorporating our technologies have been subject to the FDA's 510(k) marketing [removed: approval process, which typically lasts from six to nine months.]
[added: In addition,] if relevant and effective patent protection is not available or has expired, we may not be able to prevent competitors from independently developing products and services similar or duplicative to ours.
[removed: We face this competition from a wide] range of companies, including large medical device companies, some of which have greater financial and marketing resources than we do.
In some instances, competitors, including pharmaceutical companies, also offer, or are attempting to develop, alternative therapies for diseases that may be delivered [removed: without] [added: via their own, or without,] a medical device.
Changes in U.S. social, political, regulatory, and economic conditions, [added: including the impact of the 2017 Tax Act,] or in laws and policies governing foreign trade, manufacturing, development, immigration, and investment could have an adverse effect on our financial condition, results of operations and cash flows.
As a result, a reduction or interruption in [removed: manufacturing,] [added: supply,] or an inability to secure alternative sources of raw materials or components, could have a material adverse effect on our business and/or results of operations.
[removed: The] prices of many of these raw materials and utilities are cyclical and volatile.
In addition, the timely and adequate availability of filling capacity is essential to both conducting definitive stability trials and the timing of commercialization of customers' products in CZ [removed: prefilled cartridges] [added: vials, syringes] and [removed: syringes.][added: cartridges.]
Strategic transactions involve risks, including those associated with integrating the operations or maintaining the operations as separate (as applicable), financial reporting, disparate technologies and personnel of acquired companies, joint ventures or related companies; managing geographically dispersed operations or other strategic investments; the diversion of management's attention from other business concerns; the inherent risks in [added: entering markets or lines of business in which we have either limited or no direct experience; unknown risks; and the potential loss of key employees, customers and strategic partners of acquired companies, joint ventures or companies in which we may make strategic investments.]
[added: Additionally, suppliers' added expenses could be passed] on to us in the form of higher prices and we may not be able to pass on such expenses to our customers through price increases.
[removed: The] [added: Changes in the U.S. or international healthcare systems, including the] Patient Protection and Affordable Care Act (the [removed: “PPACA”) was enacted in March 2010 and] [added: “PPACA”),] could result in reduced demand for our products, as our sales depend, in part, on the extent to which pharmaceutical companies and healthcare providers and facilities are reimbursed by government authorities, private insurers and other third-party payers for the costs of our products.
If we fail to comply with our obligations under our distributorship or license agreements with [removed: Daikyo] [added: Daikyo, the agreements are terminated early] or we are unable to renew these agreements on the same or substantially similar terms, we could lose license rights that are important to our business.
Key value-added and proprietary products and processes are licensed from our affiliate, Daikyo, including but not limited to, CZ, [removed: FluroTec] [added: FluroTec®] and B2-coating technologies.
We also provide forward-
Achievement of future results is subject to known or unknown risks or uncertainties, including, without limitation, the risks set forth below.
We are
approval process, which typically lasts from six to nine months.
We face this competition from a wide
The
In addition, group
In addition,
entering markets or lines of business in which we have either limited or no direct experience; unknown risks; and the potential loss of key employees, customers and strategic partners of acquired companies, joint ventures or companies in which we may make strategic investments.
Additionally, suppliers' added expenses could be passed
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
121 rewritten, 56 added, 70 removed, 209 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
We are a [added: leading global] manufacturer [added: in the design and production] of [removed: packaging components] [added: technologically advanced, high-quality, integrated containment] and delivery systems for injectable drugs and healthcare products.
Our products include [removed: vial] [added: a variety of primary packaging,] containment solutions, [removed: prefillable systems, self-injection platforms, cartridge systems and components,] reconstitution and transfer systems, [removed: intradermal delivery solutions, specialty components,] and [added: drug delivery systems, as well as] contract manufacturing and analytical [added: lab] services.
Our Contract-Manufactured Products reportable [removed: segment, which consists of the contract manufacturing portion of the previous Delivery Systems segment,] [added: segment] serves as a fully integrated [removed: business] [added: business,] focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.
We also maintain [removed: global] partnerships to share technologies and market products with affiliates in Japan and Mexico.
[removed: 2016] [added: 2017] Financial Performance Summary
Excluding foreign currency translation effects, consolidated net sales [removed: in 2016] increased by [removed: $126.8] [added: $77.8] million, or [removed: 9.1%.][added: 5.2%.]
[removed: Consolidated] [added: Contract-Manufactured Products] gross profit [added: margin] increased by [removed: $45.3 million, or 9.9%,] [added: 0.9 margin points] in [removed: 2016,] [added: 2017,] as [removed: product mix improvements, production efficiencies, and] sales price [removed: increases] [added: increases, a favorable mix of products sold, higher sales volume, and production efficiencies] were partially offset by increased [removed: labor] [added: labor, overhead,] and [removed: overhead] [added: depreciation] costs.
Consolidated gross profit margin [removed: increased] [added: decreased] by [removed: 0.6] [added: 1.1] margin points in [removed: 2016.][added: 2017.]
Net income [added: in 2017 was $150.7 million, or $1.99] per diluted [removed: share was $1.91 in 2016, as] [added: share,] compared to [removed: $1.30] [added: $143.6 million, or $1.91 per diluted share,] in [removed: 2015.][added: 2016.]
[removed: Results for] [added: Our] 2016 [added: results] included [added: the impact of] restructuring and related [removed: charges,] [added: charges of $17.4 million, or $0.23 per diluted share,] a charge related to the devaluation of the Venezuelan [removed: Bolivar, the impact] [added: Bolivar] of [removed: foreign currency translation,] [added: $2.7 million, or $0.04 per diluted share,] and a discrete tax [removed: charge, which reduced net income] [added: charge of $1.0 million, or $0.01] per diluted [removed: share by $0.23, $0.04, $0.04, and $0.01, respectively, as compared to 2015.][added: share.]
[removed: Results for] [added: Our] 2016 [added: results] also included a pension curtailment [removed: gain, which increased net income] [added: gain of $1.3 million, or $0.01] per diluted [removed: share by $0.01, as compared to 2015.][added: share.]
At December 31, [removed: 2016,] [added: 2017,] our cash and cash equivalents balance totaled [removed: $203.0] [added: $235.9] million and our [added: available] borrowing capacity under our $300.0 million multi-currency revolving credit facility (the [removed: "Credit Facility")] [added: “Credit Facility”)] was [removed: $270.6] [added: $267.5] million.
| ($ in millions) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2016/2015] [added: 2017/2016] | | | [removed: 2015/2014] [added: 2016/2015] | |
| Proprietary Products | $ | [removed: 1,189.9] [added: 1,236.9] | | | $ | [removed: 1,098.3] [added: 1,189.9] | | | $ | [removed: 1,126.3] [added: 1,098.3] | | | [removed: 8.3] [added: 3.9] | % | | [removed: (2.5] [added: 8.3] | [removed: )%] [added: %] |
| Contract-Manufactured Products | [removed: 320.2] [added: 362.5] | | | | [removed: 302.4] [added: 320.2] | | | | [removed: 295.7] [added: 302.4] | | | | [removed: 5.9] [added: 13.2] | % | | [removed: 2.3] [added: 5.9] | % |
| Intersegment sales elimination | [removed: (1.0] [added: (0.3] | | ) | | [removed: (0.9] [added: (1.0] | | ) | | [removed: (0.6] [added: (0.9] | | ) | | — | | | — | |
| Consolidated net sales | $ | [removed: 1,509.1] [added: 1,599.1] | | | $ | [removed: 1,399.8] [added: 1,509.1] | | | $ | [removed: 1,421.4] [added: 1,399.8] | | | [removed: 7.8] [added: 6.0] | % | | [removed: (1.5] [added: 7.8] | [removed: )%] [added: %] |
Consolidated net sales [removed: decreased] [added: increased] by [removed: $21.6] [added: $90.0] million, or [removed: 1.5%,] [added: 6.0%,] in [removed: 2015,] [added: 2017,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $123.9] [added: $12.2] million.
Excluding foreign currency translation effects, consolidated net sales increased by [removed: $102.3] [added: $77.8] million, or [removed: 7.2%.][added: 5.2%.]
Excluding foreign currency translation effects, [removed: consolidated] net sales [removed: generated outside of the U.S. in 2015] increased by [removed: 8.3%.][added: $38.6 million, or 3.2%.]
Proprietary Products – Proprietary Products net sales [removed: decreased] [added: increased] by [removed: $28.0] [added: $47.0] million, or [removed: 2.5%,] [added: 3.9%,] in [removed: 2015,] [added: 2017,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $113.7] [added: $8.4] million.
Contract-Manufactured Products – Contract-Manufactured Products net sales increased by [removed: $6.7] [added: $42.3] million, or [removed: 2.3%,] [added: 13.2%,] in [removed: 2015,] [added: 2017,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $10.2] [added: $3.8] million.
| ($ in millions) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2016/2015] [added: 2017/2016] | | | [removed: 2015/2014] [added: 2016/2015] | |
| Gross [removed: Profit] [added: profit] | $ | [removed: 448.0] [added: 449.0] | | | $ | [removed: 404.5] [added: 448.0] | | | $ | [removed: 396.6] [added: 404.5] | | | [removed: 10.8] [added: 0.2] | % | | [removed: 2.0] [added: 10.8] | % |
| Gross [removed: Profit Margin] [added: profit margin] | [removed: 37.7] [added: 36.3] | | % | | [removed: 36.8] [added: 37.7] | | % | | [removed: 35.2] [added: 36.8] | | % | | | | | | |
| Gross [removed: Profit] [added: profit] | $ | [removed: 53.1] [added: 63.6] | | | $ | [removed: 51.3] [added: 53.1] | | | $ | [removed: 51.2] [added: 51.3] | | | [removed: 3.5] [added: 19.8] | % | | [removed: 0.2] [added: 3.5] | % |
| Gross [removed: Profit Margin] [added: profit margin] | [removed: 16.6] [added: 17.5] | | % | | [removed: 17.0] [added: 16.6] | | % | | [removed: 17.3] [added: 17.0] | | % | | | | | | |
| Consolidated [removed: Gross Profit] [added: gross profit] | $ | [removed: 501.1] [added: 512.6] | | | $ | [removed: 455.8] [added: 501.1] | | | $ | [removed: 447.8] [added: 455.8] | | | [removed: 9.9] [added: 2.3] | % | | [removed: 1.8] [added: 9.9] | % |
| Consolidated [removed: Gross Profit Margin] [added: gross profit margin] | [removed: 33.2] [added: 32.1] | | % | | [removed: 32.6] [added: 33.2] | | % | | [removed: 31.5] [added: 32.6] | | % | | | | | | |
Consolidated gross profit increased by [removed: $8.0] [added: $11.5] million, or [removed: 1.8%,] [added: 2.3%,] in [removed: 2015,] [added: 2017,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $42.4] [added: $3.3] million.
Proprietary Products – Proprietary Products gross profit increased by [removed: $7.9] [added: $1.0] million, or [removed: 2.0%,] [added: 0.2%,] in [removed: 2015,] [added: 2017,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $41.4] [added: $2.6] million.
Proprietary Products gross profit margin [removed: increased] [added: decreased] by [removed: 1.6] [added: 1.4] margin points in [removed: 2015,] [added: 2017,] as [removed: product mix improvements, sales price increases, and] production efficiencies [added: and modest price increases] were [removed: partially] [added: more than] offset by increased [added: material] labor and overhead costs.
Contract-Manufactured Products – Contract-Manufactured Products gross profit increased by [removed: $0.1] [added: $10.5] million, or [removed: 0.2%,] [added: 19.8%,] in [removed: 2015,] [added: 2017,] including [removed: an unfavorable] [added: a favorable] foreign currency translation impact of [removed: $1.0] [added: $0.7] million.
| ($ in millions) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2016/2015] [added: 2017/2016] | | | [removed: 2015/2014] [added: 2016/2015] | |
| Proprietary Products | $ | [removed: 36.8] [added: 39.1] | | | $ | [removed: 34.1] [added: 36.8] | | | $ | [removed: 37.3] [added: 34.1] | | | [removed: 7.9] [added: 6.3] | % | | [removed: (8.6] [added: 7.9] | [removed: )%] [added: %] |
| Consolidated R&D costs | $ | [removed: 36.8] [added: 39.1] | | | $ | [removed: 34.1] [added: 36.8] | | | $ | [removed: 37.3] [added: 34.1] | | | [removed: 7.9] [added: 6.3] | % | | [removed: (8.6] [added: 7.9] | [removed: )%] [added: %] |
All of the R&D costs incurred during [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] related to Proprietary Products.
| ($ in millions) | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2016/2015] [added: 2017/2016] | | | [removed: 2015/2014] [added: 2016/2015] | |
| Proprietary Products | $ | [removed: 168.3] [added: 176.6] | | | $ | [removed: 159.4] [added: 168.3] | | | $ | [removed: 160.7] [added: 159.4] | | | [removed: 5.6] [added: 4.9] | % | | [removed: (0.8] [added: 5.6] | [removed: )%] [added: %] |
| Contract-Manufactured Products | [removed: 15.2] [added: 15.4] | | | | [removed: 15.8] [added: 15.2] | | | | [removed: 14.8] [added: 15.8] | | | | [removed: (3.8] [added: 1.3] | [removed: )%] [added: %] | | [removed: 6.8] [added: (3.8] | [removed: %] [added: )%] |
Our top priority is delivering quality products that meet the exact product specifications and quality standards customers require and expect.
This focus on quality includes excellence in manufacturing, scientific and technical expertise and management, so we can partner with our customers to deliver safe, effective drug products to patients quickly and efficiently.
Our business operations are organized into two reportable segments, Proprietary Products and Contract-Manufactured Products.
Our Proprietary Products reportable segment offers proprietary packaging, containment and drug delivery products, along with analytical lab services, to biologic, generic and pharmaceutical drug customers.
Our 2017 results included the impact of a discrete tax charge of $48.8 million, or $0.64 per diluted share, related to the 2017 Tax Act and the impact of changes in enacted international tax rates on previously-recorded deferred tax asset and liability balances, a tax benefit of $33.1 million, or $0.44 per diluted share, associated with our adoption of the guidance issued by the FASB regarding share-based payment transactions, and a charge of $11.1 million, or $0.15 per diluted share, related to the deconsolidation of our Venezuelan subsidiary.
2017 compared to 2016
Consolidated net sales increased by $90.0 million, or 6.0%, in 2017, including a favorable foreign currency translation impact of $12.2 million.
Proprietary Products sales growth in 2017 has been slower than in 2016, as customers continued to work down inventory purchased in 2016 mostly to address long production lead-times for high-value products.
Additional production capacity and staffing improved our lead-times, and we began to see positive growth for customers in the Biologics and Generics market units.
Higher sales volume contributed 2.2 percentage points of the increase, and sales price increases contributed 1.0 percentage points of the increase.
Excluding foreign currency translation effects, net sales increased by $38.5 million, or 12.0%, primarily due to the initial commercial ramp-up of projects that commenced in the latter half of 2016.
Higher sales volume contributed 10.8 percentage points of the increase, and sales price increases contributed 1.2 percentage points of the increase.
2017 compared to 2016
2017 compared to 2016
Consolidated R&D costs increased by $2.3 million, or 6.3%, in 2017, due to continued investment in self-injection systems development and formulation development.
2017 compared to 2016
Proprietary Products – Proprietary Products SG&A costs increased by $8.3 million, or 4.9%, in 2017, due to increases in compensation costs, primarily related to headcount and merit increases.
Foreign currency translation increased Proprietary Products SG&A costs by $1.2 million.
Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $0.2 million, or 1.3%, in 2017, due to an increase in incentive compensation and travel costs.
2017 compared to 2016
Proprietary Products – Proprietary Products other (income) expense changed by $9.9 million in 2017, primarily 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.
Contract-Manufactured Products – Contract-Manufactured Products other income decreased by $0.2 million in 2017, due to gains on the sale of fixed assets recorded in 2016, partially offset by foreign exchange transaction gains recorded in 2017.
Corporate – Corporate other income increased by $0.1 million in 2017.
Unallocated items – During 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.
2017 compared to 2016
Consolidated operating profit increased by $32.1 million, or 16.3%, in 2017, including a favorable foreign currency translation impact of $1.6 million.
2017 compared to 2016
During 2017, we recorded a discrete tax charge of $48.8 million related to the 2017 Tax Act and the impact of changes in enacted international tax rates on previously-recorded deferred tax asset and liability balances, as well as a tax benefit of $33.1 million associated with our adoption of the guidance issued by the FASB regarding share-based payment transactions.
Equity in net income of affiliated companies increased by $1.0 million, or 12.2%, in 2017, due to the impact of gains on the sale of investment securities by Daikyo, partially offset by foreign exchange transaction losses in Mexico.
Our 2017 results included the impact of a discrete tax charge of $48.8 million related to the 2017 Tax Act and the impact of changes in enacted international tax rates on previously-recorded deferred tax asset and liability balances, as well as a tax benefit of $33.1 million associated with our adoption of the guidance issued by the FASB regarding share-based payment transactions and a charge of $11.1 million related to the deconsolidation of our Venezuelan subsidiary.
2017 compared to 2016
Net cash provided by operating activities increased by $43.9 million in 2017, due to improved operating results.
2017 compared to 2016
Net cash used in investing activities decreased by $42.2 million in 2017, mostly due to a $39.4 million decrease in capital spending due to the completion of several major projects, including certain components of our new facility in Waterford, Ireland.
The Waterford facility will continue to undergo validation procedures during 2018, with commercial production expected to begin in the second half of 2018.
2017 compared to 2016
Net cash used in financing activities decreased by $4.9 million in 2017, due to a decrease in net debt repayments, partially offset by an increase in purchases under our share repurchase programs.
The cash and cash equivalents balance at December 31, 2017 included $100.5 million of cash held by subsidiaries within the U.S., and $135.4 million of cash held by subsidiaries outside of the U.S. During 2017, we repatriated $63.0
million of cash held by non-U.S. subsidiaries.
We do not expect any additional tax costs associated with the repatriation.
In 2015, our business operations consisted of two reportable segments, Packaging Systems and Delivery Systems.
Beginning in 2016, we changed our organization and reporting structure for our next phase of growth and development, which resulted in a change to Proprietary Products and Contract-Manufactured Products as our reportable segments.
Our Proprietary Products reportable segment, which is a combination of the previous Packaging Systems segment and the proprietary products portion of the previous Delivery Systems segment, develops commercial, operational, and innovation strategies across our global network, with specific emphasis on product offerings to biologic, generic, and pharmaceutical drug customers.
As a result of our global manufacturing and distribution presence, more than half of our revenues are generated outside of the U.S. in currencies other than USD, including approximately 40% in Europe and 10% collectively in Asia and South America.
Fluctuations in foreign currency exchange rates, therefore, can have a significant effect on our consolidated financial results.
Generally, our financial results are affected positively by a weaker USD and negatively by a stronger USD, as compared to the foreign currencies in which we conduct our business.
In terms of net sales, the most significant foreign currencies are the Euro, the Singapore Dollar, and the Danish Krone, with Euro-denominated sales representing the majority of sales transacted in foreign currencies.
In addition, we are
exposed to Yen, as we maintain a 25% ownership interest in, and we purchase finished goods and other materials from, Daikyo.
We are also exposed to currencies in emerging market countries, such as the Chinese Yuan, the Indian Rupee, and various South American currencies, including the Venezuelan Bolivar and the Argentinian Peso, both of which were unfavorable to our results in 2016.
During 2016, average exchange rates were unfavorable versus the exchange rates realized in 2015.
Foreign currency translation resulted in lower reported net sales, operating profit, net income, and net income per diluted share of $17.5 million, $4.0 million, $2.9 million, and $0.04, respectively, as compared to 2015.
Segment results presented in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the impact of this change.
Please refer to Note 17, Segment Information, for additional details.
Consolidated net sales increased by $109.3 million, or 7.8%, in 2016, due to growth in our high-value product offerings.
Results for 2015 included a pension settlement charge, a charge for executive retirement and related costs, and a discrete tax charge, which reduced net income per diluted share by $0.43, $0.09, and $0.01, respectively, as compared to 2014.
We continue to focus on our customers' increasing demand for higher product quality, including the development of our proprietary packaging and delivery systems product offerings.
We will manage our capabilities and asset base to respond to changing markets and to enable improvements in service and quality.
We expect that contract manufacturing will remain focused on pharmaceutical, diagnostic, and medical device customers.
We plan to continue funding capital projects related to new products, expansion activity, advanced quality systems, and investment in emerging markets.
We believe that our strong operating results and financial position give us a platform for sustained growth, and will enable us to take advantage of opportunities to invest in our business as they arise.
See Part I, Item 1A, Risk Factors, of this Form 10-K for further discussion regarding the risks associated with our operations.
2015 compared to 2014
Consolidated net sales originating in the U.S. in 2015 were $667.4 million, an increase of 5.8% from 2014.
Consolidated net sales generated outside of the U.S. (mainly in Europe) in 2015 were $732.4 million, a decrease of 7.4% from 2014 due to an unfavorable foreign currency translation impact.
Excluding foreign currency translation effects, net sales increased by $85.7 million, or 7.6%, due to growth in our high-value product offerings, particularly FluroTec-coated components, Westar components, and the Envision line of vision-inspected components.
Excluding foreign currency translation effects, net sales increased by $16.9 million, or 5.7%, particularly due to an increase in the sale of glucose monitoring devices.
2015 compared to 2014
Consolidated gross profit margin increased by 1.1 margin points in 2015.
Contract-Manufactured Products gross profit margin decreased by 0.3 margin points in 2015 as a result of increased overhead and depreciation related to new capabilities supporting contract manufacturing programs.
2015 compared to 2014
Consolidated R&D costs decreased by $3.2 million, or 8.6%, in 2015, due to the reallocation of resources to commercial projects in 2015, the reassignment of personnel to clinical trial production activities for the SmartDose technology platform in 2015, the completion of development work on the SelfDose self-injection system in 2014, and the impact of foreign currency translation, which decreased R&D costs by $1.0 million.
2015 compared to 2014
Proprietary Products – Proprietary Products SG&A costs decreased by $1.3 million, or 0.8%, in 2015, as the impact of foreign currency translation, which decreased SG&A costs by $12.2 million, was offset by increases in compensation costs related to merit increases and incentive compensation costs.
Contract-Manufactured Products – Contract-Manufactured Products SG&A costs increased by $1.0 million, or 6.8%, in 2015, as increases in incentive compensation costs and compensation costs were offset by decreases in sales costs and the impact of foreign currency translation, which decreased SG&A costs by $0.3 million.
2015 compared to 2014
Proprietary Products – Proprietary Products other income increased by $0.2 million in 2015, primarily due to an asset write-off recorded in 2014.
Contract-Manufactured Products – Contract-Manufactured Products other income decreased by $0.5 million in 2015, due to including a gain recorded in 2014 as a result of the sale of a contract services business.
Corporate – Corporate other expense decreased by $0.1 million to zero in 2015.
Unallocated items – During 2015, we recorded a $50.4 million pension settlement charge, of which $47.0 million related to our purchase of a group annuity contract from Metropolitan Life Insurance Company (“MetLife”).
An excerpt. Shown here: 40 of 121 rewritten, 40 of 56 added and 40 of 70 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2017 filing and the FY2016 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
18 rewritten, 7 added, 10 removed, 20 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Sales outside of the U.S. accounted for [removed: 51.1%] [added: 54.1%] of consolidated net sales in [removed: 2016.][added: 2017.]
[removed: As a result, our results of operations and] financial position are exposed to changing currency exchange rates.
We periodically use forward contracts to hedge certain transactions or to [removed: neutralize] [added: manage] month-end balance sheet exposures on cross-currency intercompany loans.
At December 31, [removed: 2016,] [added: 2017,] a cumulative foreign currency translation [removed: gain] [added: loss] on these hedges of [removed: $1.1] [added: $1.4] million (net of tax of [removed: $0.6] [added: $0.2] million) was recorded within accumulated other comprehensive loss.
Long-term debt consists of senior [removed: notes,] [added: notes and] revolving credit [removed: facilities and capital lease obligations.][added: facilities.]
| ($ in millions) | [removed: 2017 | | |] 2018 | [removed: |] 2019 | | [added: |] 2020 | | 2021 | [added: 2022 | |] Thereafter | | Carrying Value | | | Fair Value | | |
| U.S. dollar denominated [removed: (1)] | [removed: $] | [removed: 2.4 |] [added: $] | [added: 0.1] | | | | | | | | | $ | [removed: 2.4] [added: 0.1] | | $ | [removed: 2.4] [added: 0.1] | |
| Average interest rate - variable | [removed: 2.3] | | [removed: %] | | | | | | | | | | | | | | | [removed: |]
| Long-Term Debt: | | | | | | | | | | | | | | | | | | [removed: |]
| Average interest rate - variable | | | | [removed: 2.3] | [removed: % |] [added: 1.0] | [added: %] | | | | | | | | | | | |
| U.S. dollar denominated | | | | | | | | [removed: |] [added: 42.0] | | [removed: 168.0] [added: 126.0] | | 168.0 | | | [removed: 169.2] [added: 171.8] | | |
| Average interest rate - fixed | | | | | | | | [removed: |] [added: 3.7] | [added: %] | 3.9 | % | | | | | | |
| Euro denominated | | | | | [removed: |] [added: 25.2] | | [removed: 22.1] | | | | | [removed: 22.1] [added: 25.2] | | | [removed: 22.1] [added: 25.2] | | |
| Average interest rate - variable | | | | | [removed: | | |] 1.0 | % | | | | | | | | | | [added: | |]
| Yen denominated | | | | | [removed: |] [added: 4.4] | | [removed: 4.3] | | | | | [removed: 4.3] [added: 4.4] | | | [removed: 4.3] [added: 4.4] | | |
In [removed: February] [added: November] 2016, we purchased a series of call options for a total of [removed: 71,900] [added: 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 [removed: 2016.][added: 2017.]
In November [removed: 2016,] [added: 2017,] we purchased a series of call options for a total of [removed: 96,525] [added: 125,166] barrels of crude oil through [removed: November 2017.][added: May 2019.]
[removed: During] [added: With these contracts in] 2016, the gain recorded in cost of goods and services sold related to these options was less than $0.1 million.
As a result, our results of operations and
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During 2017, the loss recorded in cost of goods and services sold related to these options was $0.2 million.
During 2017, the loss recorded in cost of goods and services sold related to these options was less than $0.1 million.
As of December 31, 2017, we had outstanding contracts to purchase 115,701 barrels of crude oil, at a strike price of $70 per barrel.
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| | | | | | | | | | | | | | | | | | | |
| Current Debt and Capital Leases: | | | | | | | | | | | | | | | | | | |
| U.S. dollar denominated (1) | | | | 32.6 | | 0.1 | | | | | | | 32.7 | | | 32.7 | | |
| Average interest rate - variable | | | | | | | | 1.0 | % | | | | | | | | | |
(1) As of December 31, 2016, we have a forward-start interest rate swap outstanding designed to hedge the variability in cash flows due to changes in the applicable interest rate of our $34.9 million five-year term loan.
At December 31, 2016, this agreement had a fair value of $1.0 million, unfavorable to us, which was recorded as a noncurrent liability.
Please refer to Note 9, Derivative Financial Instruments, for additional information on this interest rate hedge.
With these contracts in 2016, we benefited $0.4 million due to increases in crude oil prices, offset by the $0.2 million premium that we paid to purchase the contracts.
Item 1. BUSINESS
34 rewritten, 14 added, 24 removed, 75 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Our products include [removed: vial] [added: a variety of primary packaging,] containment solutions, [removed: prefillable systems, self-injection platforms, cartridge systems and components,] reconstitution and transfer systems, [removed: intradermal delivery solutions, specialty components,] and [added: drug delivery systems, as well as] contract manufacturing and analytical [added: lab] services.
Throughout this Form 10-K, we incorporate by reference certain information from parts of other documents filed with the SEC and from our Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Shareholders [removed: (“2017] [added: (“2018] Proxy Statement”), which will be filed with the SEC within 120 days following the end of our [removed: 2016] [added: 2017] fiscal year.
Our [removed: 2017] [added: 2018] Proxy Statement will be available on our website on or about March 31, [removed: 2017,] [added: 2018,] under the caption Investors - Annual Reports & Proxy.
[removed: The] [added: Our] packaging products include stoppers and seals for injectable packaging systems, which are designed to help ensure drug compatibility and [removed: stability,] [added: stability with active drug products,] while also supporting operational [removed: efficiency.][added: efficiency for customers.]
[removed: Proprietary Products] [added: This product portfolio] also [removed: offers] [added: includes] syringe and cartridge components, including custom solutions for the specific needs of injectable drug applications, as well as administration systems that can enhance the safe delivery of drugs through advanced reconstitution, mixing and transfer technologies.
[removed: We also offer drug containment solutions, including CZ vials, syringes and cartridges, which] [added: These products] can provide a high-quality solution to glass incompatibility issues and can stand up to cold storage environments, while reducing the risk of breakage that exists with glass.
[removed: In addition, we offer a variety of self-injection systems, which] [added: These devices] are [removed: innovative,] patient-centric technologies that are [removed: easy to use] [added: easy-to-use] and can be combined with connected health technologies that have the potential to increase adherence.
Analytical [removed: Lab Services] [added: lab services] completes the product offerings in [added: the] Proprietary [removed: Products.][added: Products reportable segment.]
[removed: Proprietary Products] [added: This reportable segment] has manufacturing facilities in North and South America, [removed: Europe] [added: Europe,] and Asia Pacific, with affiliated companies in Mexico and Japan.
See Note 17, Segment Information, for net [removed: sales] [added: sales, operating profit] and asset information for Proprietary Products.
Our Contract-Manufactured Products reportable [removed: segment, which consists of the contract manufacturing portion of the previous Delivery Systems segment,] [added: segment] serves as a fully integrated [removed: business] [added: business,] focused on the design, manufacture, and automated assembly of complex devices, primarily for pharmaceutical, diagnostic, and medical device customers.
[removed: Contract-Manufactured Products includes] [added: These products include] a variety of custom contract-manufacturing and assembly solutions, which use such technologies as multi-component molding, in-mold labeling, ultrasonic welding and clean room molding and device assembly.
[removed: Contract-Manufactured Products has] [added: We have vast] expertise in product design and development, including in-house mold design, an engineering center for developmental and prototype tooling, process design and validation and high-speed automated assemblies.
[removed: Contract-Manufactured Products] [added: This reportable segment] has manufacturing operations in North America and Europe.
See Note 17, Segment Information, for net [removed: sales] [added: sales, operating profit] and asset information for Contract-Manufactured Products.
Sales outside of the U.S. accounted for [removed: 51.1%] [added: 54.1%] of consolidated net sales in [removed: 2016.][added: 2017.]
Due to regulatory control over our production [removed: processes,] [added: processes] and the cost and time involved in qualifying suppliers, we rely on single-source suppliers for many critical raw materials.
This strategy increases the risk that our supply chain may be interrupted in the event of a supplier production [added: or distribution] problem.
These risks are managed, where possible, by selecting suppliers with multiple manufacturing sites, rigorous quality control systems, surplus inventory levels and other methods of maintaining supply in case of an interruption in [removed: production.][added: production or distribution.]
We own or license intellectual property rights, including issued patents and pending patent applications in the U.S. and in other [removed: countries] [added: countries,] that relate to various aspects of our products.
This can vary from year-to-year, depending upon customer inventory management programs and customer product [removed: launches.][added: launches and other factors.]
Our Proprietary Products customers include most of the major biologic, generic, and pharmaceutical drug companies in the world, which incorporate our components and other offerings into their products for distribution to the [added: point of care and] ultimate [removed: end-user.][added: end-user - the patient.]
Our ten largest customers accounted for [removed: 36.8%] [added: 37.5%] of our consolidated net sales in [removed: 2016,] [added: 2017,] but none of these customers individually accounted for more than 10% of net sales.
[removed: Order] backlog may be positively or negatively impacted by several factors, including customer ordering patterns and the necessary lead-time to deliver customer orders.
At December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] the order backlog for Proprietary Products was [removed: $373.3] [added: $377.4] million and [removed: $413.2] [added: $373.3] million, respectively.
The majority of the order backlog for Proprietary Products at December 31, [removed: 2016] [added: 2017] is expected to be filled during [removed: 2017.][added: 2018.]
In addition, there [removed: is] [added: are] a [removed: small] number of competitors supplying medical devices and medical device components.
We [removed: also] have specialized knowledge of container closure components, which is integral to developing delivery systems.
We [added: aim to] differentiate ourselves from our competition by being an integrated drug containment and delivery systems global supplier that can provide pre-approval primary packaging support and engineering development, analytical services, regulatory expertise and after-sale technical support.
We [added: aim to] differentiate ourselves by leveraging our global [removed: capability] [added: capabilities] and by employing new technologies such as high-speed automated assembly, insert-molding, multi-shot molding and expertise with multiple-piece closure systems.
New products that we develop may require separate approval as medical devices, and products that are intended to be used in the packaging and delivery of pharmaceutical products are subject to both [removed: customer acceptance of our products and regulatory approval of the customer's products following our development period.]
We spent [removed: $36.8] [added: $39.1] million in [removed: 2016, $34.1] [added: 2017, $36.8] million in [removed: 2015,] [added: 2016,] and [removed: $37.3] [added: $34.1] million in [removed: 2014] [added: 2015] on research and development, all of which related to Proprietary Products.
There were no material capital expenditures for environmental control facilities in [removed: 2016] [added: 2017] and there are no material expenditures planned for such purposes in [removed: 2017.][added: 2018.]
As of December 31, [removed: 2016,] [added: 2017,] we employed approximately [removed: 7,300] [added: 7,500] people in our operations throughout the world, including approximately [removed: 7,100] [added: 7,300] full-time employees.
We are a leading global manufacturer in the design and production of technologically advanced, high-quality, integrated containment and delivery systems for injectable drugs and healthcare products.
Our top priority is delivering quality products that meet the exact product specifications and quality standards customers require and expect.
This focus on quality includes excellence in manufacturing, scientific and technical expertise and management, so we can partner with our customers to deliver safe, effective drug products to patients quickly and efficiently.
Our business operations are organized into two reportable segments, Proprietary Products and Contract-Manufactured Products.
Our Proprietary Products reportable segment offers proprietary packaging, containment and drug delivery products, along with analytical lab services, to biologic, generic and pharmaceutical drug customers.
We also provide films, coatings, washing and sterilization processes and services to enhance the quality of packaging components and mitigate the risk of contamination and compatibility issues.
This segment's product portfolio also includes drug containment solutions, including CZ, a cyclic olefin polymer, in the form of vials, syringes and cartridges.
In addition, we offer a variety of self-injection devices, designed to address the need to provide at-home delivery of injectable therapies.
Offering the combination of primary packaging components, containment solutions, and drug delivery devices, as well as analytical lab services, helps to position us as the leader in the integrated containment and delivery of injectable medicines.
See Item 2, Properties, for additional information on our manufacturing and other sites.
Order
The increase in backlog reflects the impact of foreign currency, partially offset by the impact of shorter lead-time requirements for customer orders.
customer acceptance of our products and regulatory approval of the customer's products following our development period.
Available Information
West Pharmaceutical Services, Inc. and its majority-owned subsidiaries (which may be referred to as “West”, the “Company”, “we”, “us”, or “our”) is a manufacturer of packaging components and delivery systems for injectable drugs and healthcare products.
All trademarks and registered trademarks used in this report are the property of West, either directly or indirectly through its subsidiaries unless noted otherwise.
Daikyo Crystal Zenith® (“CZ”) is a registered trademark of Daikyo Seiko, Ltd. (“Daikyo”).
Throughout this report, references to “Notes” refer to the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K (“Form 10-K”), unless otherwise indicated.
West Website
In 2015, our business operations consisted of two reportable segments, the Pharmaceutical Packaging Systems segment (“Packaging Systems”) and the Pharmaceutical Delivery Systems segment (“Delivery Systems”).
Beginning in 2016, we changed our organization and reporting structure for our next phase of growth and
development, which resulted in a change to Proprietary Products and Contract-Manufactured Products as our reportable segments.
Segment results presented in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the impact of this change.
Please refer to Note 17, Segment Information, for additional details.
Our Proprietary Products reportable segment, which is a combination of the previous Packaging Systems segment and the proprietary products portion of the previous Delivery Systems segment, develops commercial, operational, and innovation strategies across our global network, with specific emphasis on product offerings to biologic, generic, and pharmaceutical drug customers.
Proprietary Products offers proprietary packaging, containment and drug delivery products.
In 2016, we announced the availability of the 1-3mL NovaPure® plunger, an innovative, high-quality component for pre-filled delivery systems, designed to reduce particulates, ensure consistency of delivery and fit the changing needs of higher-volume injectable drug delivery systems.
This new offering adds to our current portfolio of NovaPure products, which includes the 1mL long NovaPure plunger and 13mm and 20mm NovaPure lyo and serum stoppers.
Our NovaPure plungers are designed and manufactured using scientific, risk-mitigating Quality by Design principles to ensure dimensional control and consistency, sub-visible and visible particulate control, and low parts per million defect attributes.
It is an integrated life-cycle solution that is designed to maintain drug safety, purity and efficacy.
The development of our SmartDose® technology platform continues to gain momentum in the marketplace, as the U.S. Food and Drug Administration (“FDA”) approved the first combination product that incorporates our SmartDose technology for use in the U.S. in July 2016, and several other active development programs are in place.
This technology platform is designed for controlled, subcutaneous delivery of high volume and high viscosity drugs, and the device incorporates prefillable CZ cartridges.
The technology platform is fully programmable, has a single push-button operation and a hidden needle for safety.
The growth strategy for Proprietary Products includes organic growth through market segmentation, new-product innovation, strategic acquisitions and geographic expansion.
The decrease in backlog primarily reflects a return to normal levels and an unfavorable foreign currency impact.
In 2015, we had orders being placed further in advance by certain customers, some as much as
several quarters, while others focused more on short-term stock-building.
The engineering departments are responsible for product and tooling design and testing, and for the design and construction of processing equipment.
Cover and table of contents
31 rewritten, 12 added, 4 removed, 72 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
For the fiscal year ended December 31, [removed: 2016][added: 2017]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [removed: o]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.
See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.
The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, [removed: 2016] [added: 2017] was approximately [removed: $5,555,781,688] [added: $6,994,711,952] based on the closing price as reported on the New York Stock Exchange.
As of January 31, [removed: 2017,] [added: 2018,] there were [removed: 73,260,436] [added: 73,986,496] shares of the registrant's common stock outstanding.
| Proxy Statement for the Annual Meeting of Shareholders to be held May [removed: 2, 2017] [added: 1, 2018] | Part III |
| [PART [removed: I](#sC40A2F1748A1A1FA971699BB311ACF75)] [added: I](#s81F1A1CA0B7DD0E19E2C6293792C4879)] | | Page |
| [ITEM [removed: 1.](#s13A6E8A05288A7E66A7F99BB3138920C)] [added: 1.](#s6BD543A82C4D1E3E587E6293794A893C)] | BUSINESS | [removed: [3](#s13A6E8A05288A7E66A7F99BB3138920C)] [added: [3](#s6BD543A82C4D1E3E587E6293794A893C)] |
| [ITEM [removed: 1A.](#s668043394C5765E1176F99BB316ADC3F)] [added: 1A.](#s055914C6CD10FF2AF4F56293797C034B)] | RISK FACTORS | [removed: [8](#s668043394C5765E1176F99BB316ADC3F)] [added: [7](#s055914C6CD10FF2AF4F56293797C034B)] |
| [ITEM [removed: 1B.](#s17D272245F2E4CE373E899BB31888AD6)] [added: 1B.](#s0CEEFB2DCF32CF747DC8629379A42AA0)] | UNRESOLVED STAFF COMMENTS | [removed: [15](#s17D272245F2E4CE373E899BB31888AD6)] [added: [14](#s0CEEFB2DCF32CF747DC8629379A42AA0)] |
| [ITEM [removed: 2.](#s4F0E45599D59B76457C799BB31BA3BF0)] [added: 2.](#s41905444A01C8275D1C7629379CC2983)] | PROPERTIES | [removed: [16](#s4F0E45599D59B76457C799BB31BA3BF0)] [added: [15](#s41905444A01C8275D1C7629379CC2983)] |
| [ITEM [removed: 3.](#s20996E13080269E8F7C399BB31D80725)] [added: 3.](#sC13EAE8381E9EF25F924629379F48F06)] | LEGAL PROCEEDINGS | [removed: [17](#s20996E13080269E8F7C399BB31D80725)] [added: [16](#sC13EAE8381E9EF25F924629379F48F06)] |
| [ITEM [removed: 4.](#sF58AC8C8A579412B16F199BB32142504)] [added: 4.](#sD1D2874E3FB1011BB3FF62937A261F94)] | MINE SAFETY DISCLOSURES | [removed: [17](#sF58AC8C8A579412B16F199BB32142504)] [added: [16](#sD1D2874E3FB1011BB3FF62937A261F94)] |
| [EXECUTIVE OFFICERS OF THE [removed: COMPANY](#s2F84CC7EF742CD6B6A9899BB32326A5A)] [added: COMPANY](#s7572CC28DAAD81D6F02E62937A44C091)] | | [removed: [17](#s2F84CC7EF742CD6B6A9899BB32326A5A)] [added: [16](#s7572CC28DAAD81D6F02E62937A44C091)] |
| [ITEM [removed: 5.](#sD69CE545C99358D8787C99BAB5C8283A)] [added: 5.](#s2255B9B509219AFB8AEE62936C52AA52)] | MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | [removed: [19](#sD69CE545C99358D8787C99BAB5C8283A)] [added: [18](#s2255B9B509219AFB8AEE62936C52AA52)] |
| [ITEM [removed: 6.](#sE2389199E27A27B5F55C99BA63C3302D)] [added: 6.](#s955235C1832EF2A5997262936AA41744)] | SELECTED FINANCIAL DATA | [removed: [21](#sE2389199E27A27B5F55C99BA63C3302D)] [added: [20](#s955235C1832EF2A5997262936AA41744)] |
| [ITEM [removed: 7.](#sD05BDC6B4BAE878644AA99BB32DCB408)] [added: 7.](#sCE182ED63D4D0910DB3B62937B168E0F)] | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | [removed: [23](#sD05BDC6B4BAE878644AA99BB32DCB408)] [added: [21](#sCE182ED63D4D0910DB3B62937B168E0F)] |
| [ITEM [removed: 7A.](#s6BB297F8305519474C2699BA63CD3725)] [added: 7A.](#s1F6C4BD4CA6EC2DAC55E62936C66395D)] | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | [removed: [37](#s6BB297F8305519474C2699BA63CD3725)] [added: [34](#s1F6C4BD4CA6EC2DAC55E62936C66395D)] |
| [ITEM [removed: 8.](#s34B664BDFE9FB5F5698399BB337C9DAA)] [added: 8.](#sA8B02D6F898A28E5ABF262937B98D7C0)] | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | [removed: [39](#s34B664BDFE9FB5F5698399BB337C9DAA)] [added: [36](#sA8B02D6F898A28E5ABF262937B98D7C0)] |
| [ITEM [removed: 9.](#s454FBB9B33F1CEE12EC199BB9475F1DB)] [added: 9.](#sA59320A70845B6C0E300629380FC3067)] | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | [removed: [77](#s454FBB9B33F1CEE12EC199BB9475F1DB)] [added: [76](#sA59320A70845B6C0E300629380FC3067)] |
| [ITEM [removed: 9A.](#sD55AF03B0B2A79540F1D99BB9756713E)] [added: 9A.](#sE59A73ACFB244A1EEAED6293811ABCC8)] | CONTROLS AND PROCEDURES | [removed: [78](#sD55AF03B0B2A79540F1D99BB9756713E)] [added: [76](#sE59A73ACFB244A1EEAED6293811ABCC8)] |
| [ITEM [removed: 9B.](#sE958012BDD653508636199BB9A4C760F)] [added: 9B.](#sBEF00577C8AF34F7DB3E62938160FB75)] | OTHER INFORMATION | [removed: [78](#sE958012BDD653508636199BB9A4C760F)] [added: [77](#sBEF00577C8AF34F7DB3E62938160FB75)] |
| [PART [removed: III](#sFF5977E47C89D6D6187899BB9D3F893C)] [added: III](#sDBED8BBE050623E2AD7C629381744365)] | | |
| [ITEM [removed: 10.](#sD7DEEEE6B37CF1828B2E99BBA019E173)] [added: 10.](#s0B1A6FF6D4027536B87D629381A6177A)] | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | [removed: [79](#sD7DEEEE6B37CF1828B2E99BBA019E173)] [added: [77](#s0B1A6FF6D4027536B87D629381A6177A)] |
| [ITEM [removed: 11.](#s5D0FABDCDCBB154AEC7199BBA31D74C4)] [added: 11.](#s6A91DBBEF47D984F0541629381C43938)] | EXECUTIVE COMPENSATION | [removed: [79](#s5D0FABDCDCBB154AEC7199BBA31D74C4)] [added: [77](#s6A91DBBEF47D984F0541629381C43938)] |
| [ITEM [removed: 12.](#s79EDE88ECC8D6768346F99BA72737A3F)] [added: 12.](#sDCE2FD3A2888B99C266162936F5EF351)] | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | [removed: [80](#s79EDE88ECC8D6768346F99BA72737A3F)] [added: [78](#sDCE2FD3A2888B99C266162936F5EF351)] |
| [ITEM [removed: 13.](#sAE6B0ED91937E03E343D99BBA8F7B3C4)] [added: 13.](#s3F3510D59F2C9577AD9C629382143A82)] | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | [removed: [81](#sAE6B0ED91937E03E343D99BBA8F7B3C4)] [added: [79](#s3F3510D59F2C9577AD9C629382143A82)] |
| [ITEM [removed: 14.](#sC5AAAA7429CD4FFDCEE599BBABE03C89)] [added: 14.](#s231B3043B2EF83F6498462938246AD50)] | PRINCIPAL ACCOUNTING FEES AND SERVICES | [removed: [81](#sC5AAAA7429CD4FFDCEE599BBABE03C89)] [added: [79](#s231B3043B2EF83F6498462938246AD50)] |
| [ITEM [removed: 15.](#sD370892F6203A1ED7E5999BA5F590EDD)] [added: 15.](#s6C1F5F64120183328CA1629366623FE8)] | EXHIBITS, FINANCIAL STATEMENT SCHEDULES | [removed: [81](#sD370892F6203A1ED7E5999BA5F590EDD)] [added: [79](#s6C1F5F64120183328CA1629366623FE8)] |
| [EXHIBIT [removed: INDEX](#sE9A086AD5D93F3FEF83999BBB79F27A1)] [added: INDEX](#sBC0C1CBAF969C9696CD1629382F024E6)] | | [removed: [F-1](#sE9A086AD5D93F3FEF83999BBB79F27A1)] [added: [F-1](#sBC0C1CBAF969C9696CD1629382F024E6)] |
10-K 1 wst10k12312017.htm 10-K
| | | | 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.
| [PART II](#sD8F866A9DB14569C177062937A762071) | | |
| [PART IV](#s0B10CF3B456A65BC5F83629382640499) | | |
| [ITEM 16.](#saf9c5a0b9e8d4f8a9a06fff2adc017a9) | FORM 10-K SUMMARY | [80](#saf9c5a0b9e8d4f8a9a06fff2adc017a9) |
| [SIGNATURES](#s0BD822A89E88CAFB15AD62936F401D16) | | [81](#s0BD822A89E88CAFB15AD62936F401D16) |
Unless otherwise indicated, or the context otherwise requires, references in this report to “the Company”, “we”, “us”, “our” and “West” refer to West Pharmaceutical Services, Inc. and its majority-owned subsidiaries.
All trademarks and registered trademarks used in this report are our property, either directly or indirectly through our subsidiaries unless noted otherwise.
Daikyo Crystal Zenith® (“CZ”) is a registered trademark of Daikyo Seiko, Ltd. (“Daikyo”).
Throughout this report, references to “Notes” refer to the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K (“Form 10-K”), unless otherwise indicated.
Information in this Form 10-K is current as of February 26, 2018, unless otherwise specified.
10-K 1 wst10k123116.htm 10-K
| [PART II](#sF810B5DC39AF5E2382ED99BB32640EDC) | | |
| [PART IV](#s05BB2B37853141A673B999BBAEC9AC29) | | |
| [SIGNATURES](#sEA4209D1479A9523744699BBB4AC223A) | | [83](#sEA4209D1479A9523744699BBB4AC223A) |
Item 2. PROPERTIES
2 rewritten, 1 added, 1 removed, 48 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
| | | Eschweiler (1) [added: (2)] | | |
Our Proprietary Products reportable segment leases facilities located in [removed: Israel,] [added: Germany, Israel and] New Jersey [removed: and Texas] for research and development, as well as other activities.
The Waterford facility will continue to undergo validation procedures during 2018, with commercial production expected to begin in the second half of 2018.
Commercial production is expected to begin in 2018.
Item 4. MINE SAFETY DISCLOSURES
8 rewritten, 2 added, 1 removed, 20 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
| Annette F. Favorite | [removed: 52] [added: 53] | Senior Vice President and Chief Human Resources Officer since October 2015. Prior to joining West, she spent more than 25 years at IBM Corporation, an information technology services company, in a number of strategic and global human resources roles. Most recently, she served as Vice President, Global Talent Management. |
| William J. Federici | [removed: 57] [added: 58] | Senior Vice President and Chief Financial Officer since joining West in August 2003. Acting Treasurer since January 2017. He was National Industry Director for Pharmaceuticals of KPMG LLP (accounting firm) from June 2002 until August 2003 and, prior thereto, an audit partner with Arthur Andersen, LLP. |
| Karen A. Flynn | [removed: 54] [added: 55] | Senior Vice President and Chief Commercial Officer since January 2016. She was President, Pharmaceutical Packaging Systems from October 2014 to January 2016, President, Pharmaceutical Packaging Systems Americas Region from June 2012 to October 2014, and Vice President, Sales from May 2008 to June 2012. From 2000 to 2008, she worked in Sales Management, most recently as Vice President, Global Accounts, for Catalent (formerly a business segment of Cardinal Health). Prior thereto, she held various positions at West, including Quality, Research and Development, and Sales. |
| Eric M. Green | [removed: 47] [added: 48] | Chief Executive Officer since April 2015 and President since December 2015. Prior to joining West, he was Executive Vice President and President of the Research Markets business unit at Sigma-Aldrich Corporation, a leading life science and technology company, from 2013 to 2015. From 2009 to 2013, he served as Vice President and Managing Director, International, where he was responsible for Asia Pacific and Latin America, and prior thereto, held various commercial and operational roles. |
| Daniel Malone | [removed: 55] [added: 56] | Vice President and Corporate Controller since August 2011. He was Vice President of Finance, Pharmaceutical Packaging Systems Americas Region from September 2008 to August 2011 and Director of Financial and Management Reporting from October 1999 to September 2008. |
| George L. Miller | [removed: 62] [added: 63] | Senior Vice President, General Counsel and Corporate Secretary since joining West in November 2015. Previously, he served as Senior Vice President, General Counsel and Corporate Secretary for Sigma-Aldrich Corporation from 2009 to 2015. Prior to working at Sigma-Aldrich, he held senior legal positions with Novartis AG, a global healthcare company. |
| David A. Montecalvo | [removed: 51] [added: 52] | Senior Vice President, Global Operations and Supply Chain since September 2016. Prior to joining West, he served in a number of senior leadership roles at Medtronic plc, including Vice President, Contract Manufacturing Operations, for the company's Restorative Therapies Group, and Vice President, Business Operations Integration, where he was responsible for directing and leading the global operations integration of Covidien plc into Medtronic. Prior thereto, he held senior operations and product development roles at Urologix, Inc. and LecTec Corporation. |
| Eric Resnick | [removed: 53] [added: 54] | Vice President and Chief Technology Officer since March 2016. Previously, he served as Vice President and General Manager of Integrated Packaging and Delivery within West's Innovation and Technology Team and President Proprietary Products - Pharmaceutical Delivery Systems from March 2015 until March 2016. He served as Vice President Research and Development and Self-Injection Systems from March 2014 until March 2015, and Vice President and General Manager of West's Contract Manufacturing Delivery Devices division from 2008 until March 2014. Prior thereto, he held various positions of increasing responsibility since joining The Tech Group in 2001. Prior to joining West, he held engineering and operating roles with Eastman Kodak Company and Ortho Clinical Diagnostics. |
| Quintin J. Lai | 51 | Vice President, Corporate Development, Strategy and Investor Relations since January 2016. Prior to joining West, he was Vice President of Investor Relations and Corporate Strategy at Sigma-Aldrich Corporation from 2012 to 2015. From 2002 to 2012, he served as Managing Director and Senior Equity Research Analyst of the Life Science Tools and Diagnostic sector at Robert W. Baird & Company. |
| | | |
| Michael A. Anderson | 61 | Vice President and Treasurer since June 2001. He was Finance Director, Drug Delivery Systems Division from October 1999 to June 2001, Vice President, Business Development from April 1997 to October 1999 and Director of Taxes from July 1992 to April 1997. He retired from West as of December 31, 2016. |
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
10 rewritten, 6 added, 6 removed, 19 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
As of January 31, [removed: 2017,] [added: 2018,] we had [removed: 915] [added: 880] shareholders of record, which excludes shareholders whose shares were held by brokerage firms, depositaries and other institutional firms in “street names” for their customers.
Our common stock paid a quarterly dividend of [removed: $0.11] [added: $0.12] per share in each of the first three quarters of [removed: 2015; $0.12] [added: 2016; $0.13] per share in the fourth quarter of [removed: 2015] [added: 2016] and each of the first three quarters of [removed: 2016;] [added: 2017;] and [removed: $0.13] [added: $0.14] per share in the fourth quarter of [removed: 2016.][added: 2017.]
The following table shows information with respect to purchases of our common stock made during the three months ended December 31, [removed: 2016] [added: 2017] by us or any of our “affiliated purchasers” as defined in Rule 10b-18(a)(3) under the Exchange Act:
| Period | | Total number of shares purchased (1)(2) | | | Average price paid per share (1)(2) | | | | Total number of shares purchased as part of publicly announced plans or programs [removed: (2)(3)] [added: (2)] | | | Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs [removed: (2)(3)] [added: (2) (3)] | |
| (1) | Includes [removed: 340] [added: 120] shares purchased on behalf of employees enrolled in the Non-Qualified Deferred Compensation Plan for Designated Employees (Amended and Restated Effective January 1, 2008). Under the plan, Company match contributions are delivered to the plan’s investment administrator, who then purchases shares in the open market and credits the shares to individual plan accounts. |
| (2) | In December [removed: 2015,] [added: 2016,] we announced a share repurchase program authorizing the repurchase of up to [removed: 700,000] [added: 800,000] shares of our common stock from time to time on the open market or in privately-negotiated transactions as permitted under the Securities Exchange Act of 1934 Rule 10b-18. During the fourth quarter of [removed: 2016,] [added: 2017,] we purchased [removed: 329,190] [added: 475,000] shares of our common stock under this program at a cost of [removed: $25.4] [added: $47.5] million, or an average price of [removed: $77.25] [added: $99.88] per share. During the year ended December 31, [removed: 2016,] [added: 2017,] we purchased [removed: 700,000] [added: 800,000] shares of our common stock under this program at a cost of [removed: $52.2] [added: $74.4] million, or an average price of [removed: $74.54] [added: $92.96] per share. This share repurchase program expired on December 31, [removed: 2016.] [added: 2017.] |
| (3) | In [removed: December 2016,] [added: February 2018,] we announced a share repurchase program [added: for calendar-year 2018] 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 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. This share repurchase program [removed: commenced on January 1, 2017 and] is expected to be completed by December 31, [removed: 2017.] [added: 2018.] |
The following performance graph compares the cumulative total return to holders of our common stock with the cumulative total return of the following Standard & Poor's (“S&P”) indices, for the five years ended December 31, [removed: 2016:] [added: 2017: 500,] MidCap 400 Index and 400 Health Care Equipment & Supplies Industry.
The Company's cumulative shareholder return is based on an investment of $100 on December 31, [removed: 2011] [added: 2012] and is compared to the cumulative total return of the S&P indices mentioned above over the period with a like amount invested.
[removed: ][added: ]
| 2017 | $88.30 | $79.06 | $99.91 | $77.97 | $96.81 | $80.02 | $103.36 | $89.77 | $103.36 | $77.97 |
| 2016 | $69.59 | $53.88 | $77.71 | $68.42 | $84.33 | $71.23 | $86.50 | $70.17 | $86.50 | $53.88 |
| October 1 – 31, 2017 | | — | | | $ | — | | | — | | | 475,000 | |
| November 1 – 30, 2017 | | 319,590 | | | 100.00 | | | | 319,500 | | | 155,500 | |
| December 1 – 31, 2017 | | 155,530 | | | 99.65 | | | | 155,500 | | | — | |
| Total | | 475,120 | | | $ | 99.88 | | | 475,000 | | | — | |
| 2016 | 69.59 | 53.88 | 77.71 | 68.42 | 84.33 | 71.23 | 86.50 | 70.17 | 86.50 | 53.88 |
| 2015 | 60.30 | 48.66 | 60.00 | 52.73 | 61.73 | 53.10 | 64.59 | 52.79 | 64.59 | 48.66 |
| October 1 – 31, 2016 | | 70 | | | $ | 72.23 | | | — | | | 329,190 | |
| November 1 – 30, 2016 | | 329,390 | | | 77.24 | | | | 329,190 | | | — | |
| December 1 – 31, 2016 | | 70 | | | 82.86 | | | | — | | | — | |
| Total | | 329,530 | | | $ | 77.24 | | | 329,190 | | | — | |
Item 6. SELECTED FINANCIAL DATA
23 rewritten, 3 added, 1 removed, 36 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
| (in millions, except per share data) | [added: 2017 | | |] 2016 | | | 2015 | | | 2014 | | | 2013 | | | [removed: 2012 | | |]
| Net sales | $ | [removed: 1,509.1] [added: 1,599.1] | | $ | [removed: 1,399.8] [added: 1,509.1] | | $ | [removed: 1,421.4] [added: 1,399.8] | | $ | [removed: 1,368.4] [added: 1,421.4] | | $ | [removed: 1,266.4] [added: 1,368.4] | |
| Operating profit | [added: 228.9 | | |] 196.8 | | | 128.6 | | | 182.0 | | | 162.4 | | | [removed: 135.1 | | |]
| Net income | [added: 150.7 | | |] 143.6 | | | 95.6 | | | 127.1 | | | 112.3 | | | [removed: 80.7 | | |]
| Basic (1) | $ | [removed: 1.96] [added: 2.04] | | $ | [removed: 1.33] [added: 1.96] | | $ | [removed: 1.79] [added: 1.33] | | $ | [removed: 1.61] [added: 1.79] | | $ | [removed: 1.19] [added: 1.61] | |
| Diluted (2) | [added: 1.99 | | |] 1.91 | | | 1.30 | | | 1.75 | | | 1.57 | | | [removed: 1.15 | | |]
| Weighted average common shares outstanding | [added: 73.9 | | |] 73.3 | | | 72.0 | | | 70.9 | | | 69.6 | | | [removed: 68.1 | | |]
| Weighted average shares assuming dilution | [added: 75.8 | | |] 75.0 | | | 73.8 | | | 72.8 | | | 71.4 | | | [removed: 71.8 | | |]
| Dividends declared per common share | $ | [removed: 0.50] [added: 0.54] | | $ | [removed: 0.46] [added: 0.50] | | $ | [removed: 0.41] [added: 0.46] | | $ | [removed: 0.39] [added: 0.41] | | $ | [removed: 0.37] [added: 0.39] | |
| Cash and cash equivalents | $ | [removed: 203.0] [added: 235.9] | | $ | [removed: 274.6] [added: 203.0] | | $ | [removed: 255.3] [added: 274.6] | | $ | [removed: 230.0] [added: 255.3] | | $ | [removed: 161.9] [added: 230.0] | |
| Working capital | [added: 464.0 | | |] 400.9 | | | 359.4 | | | 406.6 | | | 413.6 | | | [removed: 295.4 | | |]
| Total assets | [added: 1,862.8 | | |] 1,716.7 | | | 1,695.1 | | | 1,669.7 | | | 1,670.2 | | | [removed: 1,562.5 | | |]
| Total debt | [added: 197.0 | | |] 228.6 | | | 298.2 | | | 335.5 | | | 372.1 | | | [removed: 410.0 | | |]
| Total equity | [added: 1,279.9 | | |] 1,117.5 | | | 1,023.9 | | | 956.9 | | | 906.4 | | | [removed: 728.9 | | |]
| Total invested capital | $ | [removed: 1,346.1] [added: 1,476.9] | | $ | [removed: 1,322.1] [added: 1,346.1] | | $ | [removed: 1,292.4] [added: 1,322.1] | | $ | [removed: 1,278.5] [added: 1,292.4] | | $ | [removed: 1,138.9] [added: 1,278.5] | |
| Gross margin (a) | [removed: 33.2] [added: 32.1] | | % | [removed: 32.6] [added: 33.2] | | % | [removed: 31.5] [added: 32.6] | | % | [removed: 31.8] [added: 31.5] | | % | [removed: 30.6] [added: 31.8] | | % |
| Operating profitability (b) | [removed: 13.0] [added: 14.3] | | % | [removed: 9.2] [added: 13.0] | | % | [removed: 12.8] [added: 9.2] | | % | [removed: 11.9] [added: 12.8] | | % | [removed: 10.7] [added: 11.9] | | % |
| Effective tax rate [added: (4)] | [removed: 28.7] [added: 36.4] | | % | [removed: 22.6] [added: 28.7] | | % | [removed: 28.0] [added: 22.6] | | % | [removed: 27.4] [added: 28.0] | | % | [removed: 30.2] [added: 27.4] | | % |
| Return on invested capital (c) | [removed: 10.5] [added: 10.3] | | % | [removed: 7.6] [added: 10.5] | | % | [removed: 10.2] [added: 7.6] | | % | [removed: 9.8] [added: 10.2] | | % | [removed: 8.8] [added: 9.8] | | % |
| Net debt-to-total invested capital (d) | [added: N/A | | |] 2.2 | | % | 2.3 | | % | 7.7 | | % | 13.6 | | % | [removed: 25.4 | | % |]
| Research and development expenses | $ | [removed: 36.8] [added: 39.1] | | $ | [removed: 34.1] [added: 36.8] | | $ | [removed: 37.3] [added: 34.1] | | $ | [removed: 37.9] [added: 37.3] | | $ | [removed: 33.2] [added: 37.9] | |
| Operating cash flow | [added: 263.3 | | |] 219.4 | | | 212.4 | | | 182.9 | | | 220.5 | | | [removed: 187.4 | | |]
| Stock price range | [added: $103.36-77.97 | | |] $86.50-53.88 | | | $64.59-48.66 | | | $55.29-39.11 | | | $50.60-27.31 | | | [removed: $28.01-18.68 | | |]
(4) As a result of the 2017 Tax Act, the federal statutory rate will be reduced from 35.0% to 21.0% effective for tax years beginning after December 31, 2017.
Please refer to Note 15, Income Taxes, for further discussion of the 2017 Tax Act.
| ▪ | Net income in 2017 included the impact of a discrete tax charge of $48.8 million related to the 2017 Tax Act and the impact of changes in enacted international tax rates on previously-recorded deferred tax asset and liability balances, as well as a tax benefit of $33.1 million associated with our adoption of the guidance issued by the Financial Accounting Standards Board (“FASB”) regarding share-based payment transactions and a charge of $11.1 million related to the deconsolidation of our Venezuelan subsidiary. |
| ▪ | Net income in 2012 included the impact of restructuring and related charges of $1.4 million (net of $0.7 million in tax), an impairment charge of $2.1 million (net of $1.3 million in tax), an increase in acquisition-related contingencies of $1.0 million (net of $0.2 million in tax), a loss on extinguishment of debt of $9.8 million (net of $1.8 million in tax) and discrete tax charges of $2.1 million. |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
628 rewritten, 254 added, 244 removed, 495 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]
| | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| Net sales | | $ | [removed: 1,509.1] [added: 1,599.1] | | | $ | [removed: 1,399.8] [added: 1,509.1] | | | $ | [removed: 1,421.4] [added: 1,399.8] | |
| Cost of goods and services sold | | [removed: 1,008.0] [added: 1,086.5] | | | | [removed: 944.0] [added: 1,008.0] | | | | [removed: 973.6] [added: 944.0] | | |
| Gross profit | | [removed: 501.1] [added: 512.6] | | | | [removed: 455.8] [added: 501.1] | | | | [removed: 447.8] [added: 455.8] | | |
| Research and development | | [removed: 36.8] [added: 39.1] | | | | [removed: 34.1] [added: 36.8] | | | | [removed: 37.3] [added: 34.1] | | |
| Selling, general and administrative expenses | | [removed: 239.8] [added: 242.6] | | | | [removed: 233.0] [added: 239.8] | | | | [removed: 228.7] [added: 233.0] | | |
| Other expense [removed: (income)] (Note 14) | | [removed: 27.7] [added: 2.0] | | | | [removed: 60.1] [added: 27.7] | | | | [removed: (0.2] [added: 60.1] | | [removed: )] |
| Operating profit | | [removed: 196.8] [added: 228.9] | | | | [removed: 128.6] [added: 196.8] | | | | [removed: 182.0] [added: 128.6] | | |
| Interest expense | | [removed: 8.1] [added: 7.8] | | | | [removed: 14.1] [added: 8.1] | | | | [removed: 16.5] [added: 14.1] | | |
| Interest income | | [removed: 1.1] [added: 1.3] | | | | [removed: 1.6] [added: 1.1] | | | | [removed: 3.5] [added: 1.6] | | |
| Income before income taxes | | [removed: 189.8] [added: 222.4] | | | | [removed: 116.1] [added: 189.8] | | | | [removed: 169.0] [added: 116.1] | | |
| Income tax expense | | [removed: 54.4] [added: 80.9] | | | | [removed: 26.3] [added: 54.4] | | | | [removed: 47.2] [added: 26.3] | | |
| Equity in net income of affiliated companies | | [removed: 8.2] [added: 9.2] | | | | [removed: 5.8] [added: 8.2] | | | | [removed: 5.3] [added: 5.8] | | |
| Net income | | $ | [removed: 143.6] [added: 150.7] | | | $ | [removed: 95.6] [added: 143.6] | | | $ | [removed: 127.1] [added: 95.6] | |
| Basic | | $ | [removed: 1.96] [added: 2.04] | | | $ | [removed: 1.33] [added: 1.96] | | | $ | [removed: 1.79] [added: 1.33] | |
| Diluted | | $ | [removed: 1.91] [added: 1.99] | | | $ | [removed: 1.30] [added: 1.91] | | | $ | [removed: 1.75] [added: 1.30] | |
| Basic | | [removed: 73.3] [added: 73.9] | | | | [removed: 72.0] [added: 73.3] | | | | [removed: 70.9] [added: 72.0] | | |
| Diluted | | [removed: 75.0] [added: 75.8] | | | | [removed: 73.8] [added: 75.0] | | | | [removed: 72.8] [added: 73.8] | | |
| Dividends declared per share | | $ | [removed: 0.50] [added: 0.54] | | | $ | [removed: 0.46] [added: 0.50] | | | $ | [removed: 0.41] [added: 0.46] | |
West Pharmaceutical Services, Inc. and Subsidiaries for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]
| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |
| Net income | $ | [removed: 143.6] [added: 150.7] | | | $ | [removed: 95.6] [added: 143.6] | | | $ | [removed: 127.1] [added: 95.6] | |
| Other comprehensive [removed: (loss) income,] [added: income (loss),] net of tax: | | | | | | | | | | | |
| Foreign currency translation adjustments | [removed: (18.1] [added: 68.8] | | [removed: )] | | [removed: (70.3] [added: (18.1] | | ) | | [removed: (71.3] [added: (70.3] | | ) |
| Prior service credit arising during period, net of tax of $1.1 and $0.3 | [removed: 1.9] [added: —] | | | | [removed: 0.4] [added: 1.9] | | | | [removed: —] [added: 0.4] | | |
| Net actuarial [removed: loss] [added: gain (loss)] arising during period, net of tax of [removed: $(4.8), $(6.0)] [added: $1.3, $(4.8)] and [removed: $(10.6)] [added: $(6.0)] | [removed: (11.1] [added: 6.3] | | [removed: )] | | [removed: (9.3] [added: (11.1] | | ) | | [removed: (18.9] [added: (9.3] | | ) |
| Settlement effects arising during period, net of tax of $1.1 and $18.7 | [removed: 2.0] [added: —] | | | | [removed: 31.7] [added: 2.0] | | | | [removed: —] [added: 31.7] | | |
| Less: amortization of actuarial loss, net of tax of [removed: $1.2, $1.6] [added: $0.5, $1.2] and [removed: $1.1] [added: $1.6] | [removed: 2.2] [added: 3.6] | | | | [removed: 2.9] [added: 2.2] | | | | [removed: 2.0] [added: 2.9] | | |
| Less: amortization of prior service credit, net of tax of $(0.5), $(0.5) and $(0.5) | [removed: (0.9] [added: (3.5] | | ) | | [removed: (0.8] [added: (0.9] | | ) | | (0.8 | | ) |
| Less: amortization of transition obligation | [removed: 0.1] [added: —] | | | | 0.1 | | | | 0.1 | | |
| Net [removed: (losses) gains] [added: (loss) gain] on investment securities, net of tax of [removed: $(0.1), $0.4] [added: $(2.5), $(0.1)] and [removed: $0.2] [added: $0.4] | [removed: (0.2] [added: (4.7] | | ) | | [removed: 0.7] [added: (0.2] | | [added: )] | | [removed: 0.4] [added: 0.7] | | |
| Net [removed: (losses) gains] [added: (loss) gain] on derivatives, net of tax of [removed: $0.1, $0.8] [added: $(0.1), $0.1] and [removed: $0.9] [added: $0.8] | [removed: (0.1] [added: (1.0] | | ) | | [removed: 1.2] [added: (0.1] | | [added: )] | | [removed: 1.7] [added: 1.2] | | |
| Other comprehensive [removed: loss,] [added: income (loss),] net of tax | [removed: (24.2] [added: 69.5] | | [removed: )] | | [removed: (43.4] [added: (24.2] | | ) | | [removed: (86.8] [added: (43.4] | | ) |
| Comprehensive income | $ | [removed: 119.4] [added: 220.2] | | | $ | [removed: 52.2] [added: 119.4] | | | $ | [removed: 40.3] [added: 52.2] | |
West Pharmaceutical Services, Inc. and Subsidiaries at December 31, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]
| | [added: 2017 | | | |] 2016 | | | | 2015 | | |
| Cash and cash equivalents | $ | [removed: 203.0] [added: 235.9] | | | $ | [removed: 274.6] [added: 203.0] | |
| Accounts receivable, net | [removed: 200.5] [added: 253.2] | | | | [removed: 181.4] [added: 200.5] | | |
| Inventories | [removed: 199.3] [added: 215.2] | | | | [removed: 181.1] [added: 199.3] | | |
| Effect of modified retrospective application of a new accounting standard (see Note 2) | — | | | — | | | | — | | | | — | | | — | | | | (4.1 | | ) | | — | | | | (4.1 | | ) |
| Stock-based compensation | — | | | — | | | | 6.5 | | | | — | | | 7.5 | | | | — | | | | — | | | | 14.0 | | |
| Other adjustments to capital in excess of par value | — | | | — | | | | 4.8 | | | | — | | | — | | | | — | | | | — | | | | 4.8 | | |
| Balance, December 31, 2017 | 75.2 | | | $ | 18.8 | | | $ | 309.3 | | | 1.3 | | | $ | (109.1 | ) | | $ | 1,178.2 | | | $ | (117.3 | ) | | $ | 1,279.9 | |
| Venezuela deconsolidation | 11.1 | | | | — | | | | — | | |
| Cash related to deconsolidated Venezuelan subsidiary | (6.0 | | ) | | — | | | | — | | |
| Shares purchased under share repurchase programs | (74.4 | | ) | | (52.2 | | ) | | — | | |
As of April 1, 2017, our consolidated financial statements exclude the results of our Venezuelan subsidiary.
| | $ | 215.2 | | | $ | 199.3 | |
In January 2017, the FASB issued guidance which removes the second step of the quantitative goodwill impairment test.
As each of our reporting units had a fair value in excess of its carrying value of at least 180% within our 2016 annual impairment test, we elected to follow this guidance for our 2017 annual impairment test.
Based upon our assessment, we determined that it was not more likely than not that the fair value of each of our
reporting units was less than its carrying amount and determined that it was not necessary to perform the quantitative goodwill impairment test in 2017.
We record
In response to the 2017 Tax Act, we reevaluated our position regarding permanent reinvestment of foreign subsidiary earnings and profits through 2017 (with the exception of China and Mexico, both of which will remain permanently reinvested) and elected to include in our provision for income taxes for the year ended December 31, 2017 an estimated liability of $9.8 million related to foreign withholding taxes and state income taxes that will be incurred upon the distribution of those foreign earnings and profits to the U.S. at a future date.
Please refer to Note 15, Income Taxes, for discussion of the undistributed earnings of our China and Mexico entities at December 31, 2017.
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.
We
As a result of the adoption, a cumulative-effect adjustment of $4.1 million was recorded within retained earnings in our consolidated balance sheet as of January 1, 2017, for unamortized tax expense previously deferred and previously unrecognized deferred tax assets.
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 year ended December 31, 2017, we recorded a tax benefit of $33.1 million within income tax expense in our consolidated statement of income.
These tax benefits were recorded within capital in excess of par value in our consolidated balance sheet in the prior-year period.
Also per the amended guidance, we classified the $33.1 million of excess tax benefits within net cash provided by operating activities in our consolidated statement of cash flows for the year ended December 31, 2017, rather than net cash used in financing activities, which included the excess tax benefits for the year ended December 31, 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.
The adoption of the amended guidance may result in increased volatility in our effective tax rate.
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.
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.
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.
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 year ended December 31, 2017 was $7.3 million, of which $10.4 million related to service cost.
This guidance has no impact on net income.
Early adoption is permitted.
As of December 31, 2017, we had no restricted cash.
Early adoption is permitted.
As of December 31, 2017, future minimum rental payments under non-cancelable operating leases were $79.1 million.
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| | | | | | | | | | | | | |
| Balance, December 31, 2013 | 70.4 | | | $ | 17.6 | | | $ | 120.0 | | | 0.2 | | | $ | (3.8 | ) | | $ | 805.0 | | | $ | (32.4 | ) | | $ | 906.4 | |
| Stock-based compensation | — | | | — | | | | 15.5 | | | | — | | | (0.3 | | ) | | — | | | | — | | | | 15.2 | | |
| Acquisition of patents and other long-term assets | — | | | | — | | | | (0.2 | | ) |
| Sales and maturities of short-term investments | — | | | | — | | | | 16.8 | | |
| Purchases of short-term investments | — | | | | — | | | | (9.3 | | ) |
| Excess tax benefits from employee stock plans | 18.2 | | | | 9.1 | | | | 7.9 | | |
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| --- | --- | --- | --- | --- | --- | --- |
| | | | | | | |
| | $ | 199.3 | | $ | 181.1 | |
We considered this guidance when performing our annual impairment testing, but elected to continue utilizing the two-step quantitative impairment test.
The first step in the two-step analysis is to compare the fair value of each reporting unit to its carrying amount, including goodwill.
If the carrying amount exceeds fair value, the second step must be performed.
The second step requires the comparison of the carrying amount of the goodwill to its implied fair value, which is calculated as if the reporting unit had just been acquired as of the testing date.
Any excess of the carrying amount of goodwill over the implied fair value would represent an impairment loss.
No provision is made for the U.S. income taxes on the undistributed earnings of wholly-owned foreign subsidiaries as such earnings are intended to be permanently reinvested.
In November 2015, the Financial Accounting Standards Board (“FASB”) issued guidance regarding the balance sheet classification of deferred taxes.
This guidance requires that deferred tax assets and liabilities be classified as noncurrent.
The requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected by these amendments.
Early adoption is permitted and the amendments may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented.
The adoption did not have a material impact on our financial statements.
In September 2015, the FASB issued guidance that simplifies the accounting for measurement-period adjustments in business combinations, by eliminating the requirement to account for those adjustments retrospectively.
Instead, the acquirer will be required to recognize measurement-period adjustments in the reporting period in which the amounts are determined.
The adoption did not have a material impact on our financial statements.
In May 2015, the FASB issued amended guidance on the disclosure requirements for certain investments whose fair value was measured using the net asset value (“NAV”) per share practical expedient.
In addition, the guidance eliminates the requirement to categorize such investments within the fair value hierarchy table.
Early adoption is permitted, and retroactive application is required for all periods presented.
We adopted this guidance in the fourth quarter of 2016.
The adoption did not have a material impact on our financial statements.
Please refer to Note 13, Benefit Plans, for additional details.
In April 2015, the FASB issued guidance regarding the classification of debt issuance costs.
This guidance requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt.
Subsequently, in August 2015, the FASB issued additional guidance which addressed the presentation of debt issuance costs associated with lines of credit, whereby these costs may be presented as an asset and amortized ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings.
Early adoption is permitted for financial statements that have not been previously issued, and retrospective application is required for each balance sheet presented.
An excerpt. Shown here: 40 of 628 rewritten, 40 of 254 added and 40 of 244 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2017 filing and the FY2016 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 0 added, 0 removed, 15 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Based on this evaluation, our CEO and CFO have concluded that, as of December 31, [removed: 2016,] [added: 2017,] our disclosure controls and procedures are effective.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] based on the framework established in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]
The effectiveness of our internal control over financial reporting as of December 31, [removed: 2016] [added: 2017] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
During the fourth quarter ended December 31, [removed: 2016,] [added: 2017,] there have been no changes to our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
4 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Information about our directors is incorporated by reference from the discussion under the heading Items to Be Voted on - Proposal 1 - Election of Directors in our [removed: 2017] [added: 2018] Proxy Statement.
Information about our Code of Business Conduct is incorporated by reference from the discussion under the heading Corporate Governance and Board Matters - Code of Business Conduct in our [removed: 2017] [added: 2018] Proxy Statement.
Information regarding the procedures by which our shareholders may recommend nominees to our Board of Directors is incorporated by reference from the discussion under the heading Other Information - [removed: 2018 Shareholders] [added: 2019 Shareholder] Proposals or Nominations included in our [removed: 2017] [added: 2018] Proxy Statement.
Information about our Audit Committee, including the members of the committee, and our Audit Committee financial experts, is incorporated by reference from the discussion under the heading Corporate Governance and Board Matters - Committees - Audit Committee in our [removed: 2017] [added: 2018] Proxy Statement.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Information about director and executive compensation is incorporated by reference from the discussion under the headings Director Compensation and Executive Compensation in our [removed: 2017] [added: 2018] Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
5 rewritten, 2 added, 2 removed, 13 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Information required by this Item is incorporated by reference from the discussion under the [removed: headings] [added: heading] Other Information - Stock Ownership in our [removed: 2017] [added: 2018] Proxy Statement.
The following table sets forth information about the grants of stock options, restricted stock or other rights under all of the Company's equity compensation plans as of the close of business on December 31, [removed: 2016.][added: 2017.]
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in [removed: Column] [added: Columns] (a)) (c) | | |
| (1) | Includes [removed: 78,184] [added: 511,373] outstanding stock options, [removed: 103,680] [added: 95,554] restricted performance share units, 1,393 restricted retention share units, [removed: 24,244] [added: 44,946] deferred stock-equivalents units and [removed: 704] [added: 528] restricted stock-equivalents units granted to directors under the 2016 Plan. Includes [removed: 3,358,823] [added: 2,498,076] outstanding stock options, [removed: 54,952] [added: 21,980] outstanding stock-settled stock appreciation rights, [removed: 255,603] [added: 240,867] restricted performance share units, 41,458 restricted retention share [removed: units,] [added: units and] 171,422 deferred stock-equivalents units under the 2011 Plan (which was terminated in 2016). Includes [removed: 1,100,092] [added: 456,185] outstanding stock options and 72,523 deferred stock-equivalents units granted to directors under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors under the 2007 Omnibus Incentive Compensation Plan (which was terminated in 2011). [removed: Includes 9,437 outstanding stock options under the 2004 Stock-Based Compensation Plan (which was terminated in 2007).] The average term of remaining options and stock-settled stock appreciation rights granted is [removed: 6.3] [added: 6.4] years. No future grants or awards may be made under the terminated plans. The total includes restricted performance share units at 100% of grant. The restricted performance share unit payouts were at [added: 89.81%,] 110.6%, [removed: 167.8%] and [removed: 124.4%] [added: 167.8%] in [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014,] [added: 2015,] respectively. The total does not include stock-equivalent units granted or credited to directors under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors to be settled only in cash. |
| (3) | Represents 4,039,545 shares reserved under the Company's Employee Stock Purchase Plan and [removed: 5,334,471] [added: 4,597,102] shares remaining available for issuance under the 2016 Plan. The estimated number of shares that could be issued for [removed: 2016] [added: 2017] from the Employee Stock Purchase Plan is [removed: 454,936.] [added: 340,285.] This number of shares is calculated by multiplying the [removed: 328 share] [added: 269 shares] per offering period per participant limit by [removed: 1,387,] [added: 1,265,] the number of current participants in the plan. |
| Equity compensation plans approved by security holders | 4,156,305 | | (1) | $ | 48.61 | | (2) | 8,636,647 | | (3) |
| Total | 4,156,305 | | | $ | 48.61 | | | 8,636,647 | | |
| Equity compensation plans approved by security holders | 5,272,515 | | (1) | $ | 37.97 | | (2) | 9,374,016 | | (3) |
| Total | 5,272,515 | | | $ | 37.97 | | | 9,374,016 | | |
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
2 rewritten, 0 added, 0 removed, 0 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Information called for by this Item is incorporated by reference from the discussion under the heading Corporate Governance and Board Matters - Related Person Transactions and Procedures in our [removed: 2017] [added: 2018] Proxy Statement.
Information about director independence is incorporated by reference from the discussion under the heading Corporate Governance and Board Matters - Director Independence in our [removed: 2017] [added: 2018] Proxy Statement.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
2 rewritten, 0 added, 0 removed, 1 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Information about the fees for professional services rendered by our independent auditors in [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] is incorporated by reference from the discussion under the heading Independent Auditors and Fees - Fees Paid to PricewaterhouseCoopers LLP in our [removed: 2017] [added: 2018] Proxy Statement.
Our Audit Committee's policy on pre-approval of audit and permissible non-audit services of our independent auditors is incorporated by reference from the section captioned Independent Auditors and Fees - Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services in our [removed: 2017] [added: 2018] Proxy Statement.
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
9 rewritten, 1 added, 149 removed, 39 unchanged
Read the full itemFY2017 item · filed February 26, 2018FY2016 item · filed February 28, 2017
Consolidated Statements of Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]
Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]
Consolidated Balance Sheets at December 31, [removed: 2016] [added: 2017] and [removed: 2015][added: 2016]
Consolidated Statement of Equity for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]
Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014][added: 2015]
| For the year ended December 31, [removed: 2014] [added: 2017] | | | | | | | | | | | | |
| Allowance for doubtful accounts | [removed: 0.8] [added: 0.4] | | | [removed: 0.4] [added: (0.2] | | [added: )] | [removed: (0.3] [added: 0.3] | | [removed: )] | [removed: 0.9] [added: 0.5] | | |
| Total allowances deducted from assets | $ | [removed: 24.3] [added: 19.1] | | $ | [removed: (0.5] [added: 2.3] | [removed: )] | $ | [removed: (0.8] [added: —] | [removed: )] | $ | [removed: 23.0] [added: 21.4] | |
| (a) 3. | Exhibits - An index of the exhibits included in this Form 10-K is contained on pages F-1 through [removed: F-4] [added: F-3] and is incorporated herein by reference. |
| Deferred tax asset valuation allowance | $ | 18.7 | | $ | 2.5 | | $ | (0.3 | ) | $ | 20.9 | |
| Deferred tax asset valuation allowance | $ | 23.5 | | $ | (0.9 | ) | $ | (0.5 | ) | $ | 22.1 | |
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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 28, 2017
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.
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| --- | --- | --- |
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| Signature | Title | Date |
| /s/ Eric M. Green | Director, President and Chief Executive Officer | February 28, 2017 |
| Eric M. Green | (Principal Executive Officer) | |
| | | |
| /s/ Daniel Malone | Vice President and Controller | February 28, 2017 |
| Daniel Malone | (Principal Accounting Officer) | |
| | | |
| /s/ William J. Federici | Senior Vice President and Chief Financial Officer | February 28, 2017 |
| William J. Federici | (Principal Financial Officer) | |
| | | |
| /s/ Mark A. Buthman | Director | February 14, 2017 |
| Mark A. Buthman | | |
| | | |
| /s/ William F. Feehery | Director | February 14, 2017 |
| William F. Feehery | | |
| | | |
| /s/ Thomas W. Hofmann | Director | February 14, 2017 |
An excerpt. Shown here: all 9 rewritten, all 1 added and 40 of 149 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2017 filing and the FY2016 filing.
Item 16. FORM 10-K SUMMARY
0 rewritten, 147 added, 0 removed, 0 unchanged
New section this year
Read the full itemFY2017 item · filed February 26, 2018
None.
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, 2018
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.
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| Signature | Title | Date |
| /s/ Eric M. Green | Director, President and Chief Executive Officer | February 26, 2018 |
| Eric M. Green | (Principal Executive Officer) | |
| | | |
| /s/ Daniel Malone | Vice President and Controller | February 26, 2018 |
| Daniel Malone | (Principal Accounting Officer) | |
| | | |
| /s/ William J. Federici | Senior Vice President and Chief Financial Officer | February 26, 2018 |
| William J. Federici | (Principal Financial Officer) | |
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| /s/ Mark A. Buthman | Director | February 13, 2018 |
| Mark A. Buthman | | |
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| /s/ William F. Feehery, Ph.D. | Director | February 13, 2018 |
| William F. Feehery, Ph.D. | | |
| | | |
| /s/ Thomas W. Hofmann | Director | February 13, 2018 |
| Thomas W. Hofmann | | |
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| /s/ Paula A. Johnson, M.D., MPH | Director | February 13, 2018 |
| Paula A. Johnson, M.D., MPH | | |
| | | |
| /s/ Deborah L.V. Keller | Director | February 13, 2018 |
| Deborah L.V. Keller | | |
| | | |
An excerpt. Shown here: all 0 rewritten, 40 of 147 added and all 0 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2017 filing.